My Little Pony: Friendship is Magic: Mischief and Lies Strike
by A Mare Undercover
Summary: Equestria is thrown into total chaos when Loki and his army show up with plans to wipe out the entire pony race and take over the kingdom. Who is Loki? Why does he want to kill Thor, the Mane Six and Spike's new friend? Takes place after the events of Games Ponies Play and Just for Sidekicks and ignores the events of Magic Duel, Keep Calm and Flutter On, and Magical Mystery Cure.
1. The Army Rises

Disclaimer: I own nothing in this story. My Little Pony belongs to Hasbro. Thor, Loki, Odin, and Laufey belong to Marvel. I also don't own the song Be Prepared, it belongs to Disney.

Our story begins long ago after the defeat of Nightmare Moon. The kingdom has faced another threat to pony kind…In the realm of Glacies, unicorn guards broke into a temple. A Frost Pony glared at them in the shadows as they stormed in.

One of the guards snapped, "Laufey? By order of Princess Celestia, you are under arrest for your crimes against Equestria."

"Fools! You won't defeat me so easily!" Laufey snarled as he charged to attack the guards.

They dodged his attacks quickly and tied him up with magical ropes, dragging him away to some unknown location. But not any of them noticed the young ice pony colt hidden behind a column. Princess Celestia sighed as she looked at the remains of what used to be the Frost Pony Temple. Not so long ago, the battle between the Frost Ponies and Equestria and Ponyheim had ended.

"I should've let him escape when I had the chance…" Celestia muttered, flying around the temple. "Nothing remains here, except—"She stopped as she wound up behind a column and saw something: a Frost Pony colt, about the same size as a normal pony foal, was cowering behind it.

Celestia used her magic to lift the scared foal up and examined it. "This must be Laufey's son…I have to tell the Ponyheim army at once. Odin must know about this foal…he must have a better life and not know about his true parentage." She muttered. With that, Celestia ran off with the foal in tow.

In the present day…_"Run, Twilight, Run!" A voice called out as a young unicorn filly known as Twilight Sparkle ran away. She looked back in terror as the one yelling to her was following closely behind, but was levitated off by a mysterious attacker. "Foolish filly, you cannot hide from me!" An evil voice hissed in a dark British accent. Twilight can only watch in horror as the one talking in the dark voice fired a knife and killed the filly who told her to run. "Dinky, no!" Twilight screamed, seeing blood on the floor. "NOOOOOOOOOOOOOOOOOOOOOOO!" _

"NOOOOOOOO!" Twilight screamed as she started sweating a little. "Ugh, not that dream again…" "Hey, Twilight? What's wrong? Are you having that nightmare again?" A voice asked.

Twilight turned to see that Spike, her assistant/adoptive brother/adoptive son and friend, was standing at her bedside, looking worried. "No, it's not. It's…" Twilight sighed. "Just another nightmare…"

"It's ok, Twilight. I'm here and I'm not going anywhere anytime soon." Spike reassured as he hugged Twilight. She sighed, knowing that it'll never be simple.

In the Canterlot Castle gardens, a unicorn guard was standing in front of the statue of Discord, making sure nopony starts a fight or creates chaos. After the last time, Celestia didn't want it to happen again. The guard felt the area get cold and shivered as he felt a dark presence. He turned and asked, "Who goes there?!" Evil laughter was heard as the guard gasped and saw a dark figure who demanded in a dark British accent, "I need that statue."

That was the last thing the guard saw before darkness cornered the edge of his vision. The guard's body was levitated to the ground with his chest covered in blood as the shadowy figure turned to Discord and fired a spell at the statue. The statue began to crack and fell apart, freeing the lord of chaos and disharmony inside. "Ow! What?" Discord asked, looking around in confusion. "Oh, I'm free again. Thank goodness…Who should I thank this time?"

"That would be me, Discord. I have freed you for a chance to get revenge on those ponies who imprisoned you."

"Really? How should I help you?"

"Let's say that we have a lot in common than you believe so…" The mysterious figure smirked as he pointed his horn to the evil Draconequus's throat. "I can destroy those ponies for you even if you say no. Trust me, I am difficult to fight with."

"Well, you got my attention…" Discord muttered with an amused expression.

Celestia woke up, a noise being heard from her room…and saw a message written in blood that read 'I'm back!' much to her horror. "No…" She gasped. Celestia knew this was going to happen. She ran to go warn her sister and the other guards.

In the Princesses' old Castle, the mysterious figure glanced as Discord joined the other members who were standing in the shadows. "Welcome to my army. Soon, everything shall be done and…" The mysterious figure said evilly. "Hey, boss!" A familiar voice called out. "Can we come out of the shadows? I'm getting tired of standing here."

"Alright, I suppose we are done acting like the 'mysterious ones'."

The figures stepped out of the shadows, revealing themselves to be Trixie (the unicorn who lied to Ponyville about defeating an Ursa Major), Gilda (Rainbow Dash's former griffin friend), Flim and Flam (the unicorn brothers who tried to put the Apple Family out of business), and the Diamond Dogs.

"Why, this is an interesting army you've put together." Discord commented. "Indeed, recruiting them was too easy. I sent Trixie to recruit the Diamond Dogs. For Gilda, I found her while I was in Cloudsdale." The mysterious figure chuckled evilly. "I recruited Flim and Flam during one of their inventions gone wrong and I found Trixie working at a rock farm. I also recruited General Shield Strike while breaking him out of prison after he committed a mass murder. He could not attend our meeting because he is currently planning our strategy with his soldiers."

"Exactly." Trixie nodded. "So, how are we going to do this?" Flim asked the mysterious figure.

"Simple, I help you get rid of your pains while you help me get rid of my pain." The mysterious figure answered.

"I still remember when Twilight embarrassed me with that Ursa Minor…" Trixie muttered. "And when everypony hated the cider my brother and I made!" Flam exclaimed angrily.

"Well, you cannot let your enemies defeat you like that." The mysterious figure said. "I would've gift wrapped those fools for all of you and you couldn't even dispose of them."

"You know, it wasn't like the ponies were alone, Loki." Rover stated. "Yeah, what are we supposed to do? Kill the princesses?" Spot asked.

However, Loki's serious expression turned into a sinister smile and he spoke the following words. "Precisely…" He hissed.

Then, without warning, Loki was jumping from column to column and left to right until he landed and the members of his army yelped and scampered out of his way.

Though, as Loki landed with grace, he began calmly walking through a vent of green smoke from the ground; then, on the opposite side of him, a second vent of green smoke shot out, but Loki continued walking in a calm pace. Then, both sides began shooting out green smoke while he walked through them without being affected. Finally, another blast of green smoke blew right in front of Loki, but instead he passed right through it. And what was even more frightening was that he was singing in a dark and sinister voice.

Loki: I know that your powers of retention

He sang while his emerald green eyes scanned one spot to the next.

Are as wet as a warthog's backside

The scene showed Fido chewing on a bone and not noticing that Loki was circling him around him.

But thick as you are, pay attention!

Loki levitated the bone away and Fido got into a force salute with a determined expression.

My words are a matter of pride

He continued to circle the dog while still singing.

It's clear from your vacant expressions

Loki waved his hoof in front of Fido's face and left.

The lights are not all on upstairs

When he was done, Fido smiled in a dumb way.

But we're talking kings and successions

Oblivious to Loki, Flim and Flam were behind him while snickering at what he was doing to Fido.

Even you can't be caught unawares!

He leaped at the two brothers, causing them to tumble over and land on two vents of steam. "WHOA!" Flim and Flam shouted as they were launched into the air.

So, prepare for the chance of a lifetime

Then, Loki continued to sing as he leaped from his spot to another ledge while Flim and Flam were screaming in the background during their fall.

Be prepared for sensational news

He snuck behind the ledge and was unseen until he said the 'sensational' part and reappeared, smirking at the viewers.

A shining new era is tiptoeing nearer

Loki strutted his way past Discord while Gilda noticed his act.

Gilda: And where do we feature?

She asked, wanting to know what would happen to the other members of the army.

Loki: Just listen to teacher

Then, he came near the griffin, playfully pinching her cheek as she yelped.

I know it sounds sordid

As Loki walked the other way, Gilda stared in confusion at him.

But you'll be rewarded

She then glared in his direction while rubbing her cheek.

When at last, I am given my dues

Then, he jumped off of his current spot and jumped onto another ledge where Spot was chewing on a bone. When he said 'dues', he put his hoof on his chest proudly

And injustice deliciously squared

Loki bucked Spot off the platform and into a pile of bones.

Be prepared!

He shouted out before glaring at the army below.

"Yes, be prepared! We'll be prepared! For what?" Fido asked. "For the deaths of the princesses!" Loki announced.

"Why? Are they sick?" Rover questioned.

"No, fool, we are going to kill them. And Twilight Sparkle and her friends and my brother too." Loki smirked.

"I'm only doing it to pay Twilight back for the Ursa Minor incident." Trixie shrugged. "I'm gonna destroy Rainbow Crash!" Gilda declared happily.

"A little payment to Applejack and her family will be the sweetest payback, wouldn't it, brother?" Flim asked. "I agree!" Flam nodded with an excited expression.

"I guess that leaves me with Fluttershy since the Diamond Dogs decide to get their payback on Rarity." Discord muttered.

"Great idea! Who needs a king?" Spot asked. "No king! No king! La-la-la-la-la-la!" The Diamond Dogs sang.

"IDIOTS! THERE WILL BE A KING!" Loki snapped down in a vicious tone. "But you said—"Flam protested, but was cut off by Loki.

"I WILL BE KING!" Loki interrupted. "Stick with me…and you shall rule Equestria for all eternity!" A light shone down on the area mysteriously behind him while his identity remained hidden.

"Yay! Alright! Long live the king!" The Diamond Dogs cheered as the light shone on some dark areas, revealing Diamond Dog soldiers.

"Long live the king! Long live the king!" The soldiers chanted. Suddenly, yellow flames covered the screen when they started singing.

Diamond Dog Soldiers: King, king, king, king, king, king!

The flames lit up a bit to show the Diamond Dog Soldiers marching like the Third Reich while many turned their heads to pay attention to Loki.

It's great that we'll soon be connected

With a king who'll be all time adored

Loki smirked evilly as he watched the marching from a platform above.

Loki: Of course, quid pro quo, you're expected

He held up one hoof with a sly evil smile on his face.

To take certain duties on board

Loki moved his hoof across his neck slowly, hiding an evil smirk to his army.

The future is littered with prizes

He continued to watch the marching soldiers who stared at him as if he were a dictator.

And though I'm the main addressee

Loki put his hoof on his chest as if he were declaring something important to his army.

The point that I must emphasize is

He jumped off of the platform and approached a Diamond Dog soldier without warning that was freaked out by the villain's presence. Suddenly, the ground began to crack and emit red smoke under Loki's pressure.

You won't get a sniff without me!

Loki raised his voice, moving to close to the frightened soldier while still in the shadows until he fell through the crack. "AHHHHH!" The Diamond Dog soldier screamed.

So prepare for the coup of the century

The columns in the fortress were soon rising as he jumped from one spot to another while declaring what they should be prepared for.

Be prepared for the murkiest scam

Loki jumped onto another column while the Diamond Dog soldiers were on their own columns.

Background Chorus: Oooh la, la, la!

A trio of soldiers was moving to the music at the last part while being lifted up by their own columns.

Loki: Meticulous planning

He turned to his right.

Background Chorus: We'll have food!

Some Diamond Dog soldiers were dancing while singing the chorus.

Loki: Tenacity spanning

Loki swiped his right hoof in a sly style.

Background Chorus: Lots of food!

Behind Loki's rising column, more soldiers were dancing in their own way.

Loki: Decades of denial

He raised his left hoof while his column rose.

Background Chorus: We repeat!

The Diamond Dog soldiers were unseen as the scene focused on Loki on his column.

Loki: Is simply why I'll

He declared while posing on the top of the column.

Background Chorus: Endless meat!

The Diamond Dog soldiers were last seen on their columns while they're singing.

Loki: Be king, undisputed

He lowered his head.

Respected, saluted

Loki stared from left to right.

And seen for the wonder I am

He proudly put his hoof on his chest. As soon as that moment ended, the scene changes to the shadows of two skeletons of ponies.

Yes, my magic and ambitions are bared

The camera moved down to reveal Discord swaying the skeletons around to the music before he smashed them against the wall.

Be prepared!

Loki grinned evilly as he looked down at his army. Now, a lot of the Diamond Dog soldiers were hopping from column to column while dancing to the music.

Then, from the smoke of some erupting vents, Trixie, Gilda, Flim, Flam, Discord, and the Diamond Dogs stuck their heads out of the smoke while singing with Loki and the others.

All: Yes, our teeth and ambitions are bared

The members of the army smirked.

Be prepared!

The scene then showed Loki, his army, and the Diamond Dog soldiers standing on their columns in front of the moon while the main villain was on his column in the middle.

"BWAHAHAHAHAHAHAHAHAHA!" They cackled as the song ended.

This sound would spell trouble if this plot was kept secretly. But afar, watching them, was Princess Luna. She was guarding the night when she overheard the whole commotion and listened from above.

"This must spell trouble…I have to tell my sister right away!" Luna mumbled to herself, flying to Canterlot Castle.

Back at the castle, Celestia was looking through her telescope on the balcony, waiting for Luna to come back from her night patrol. All of a sudden, Luna came flying in with a concerned expression on her face.

"What troubles you, sister?" Celestia asked as her sister landed on the balcony. "I'm afraid there is an evil plot brewing." Luna sighed, staring at the columns rising in the distance.

"You mean…the God of Lies and Mischief will attack us?" Celestia gasped.

"Yes, take a look!" Luna shouted as she gazed through the telescope where the columns were. "There were strange sounds from afar…that sounded like distant singing."

"Gather the guards and inform them of a possible invasion of Equestria! After that, meet me back here and we'll discuss what to tell the citizens of Ponyville about the invasion and send a letter to Shining Armor to tell him to follow you there!" Celestia commanded to her sister. "Yes, sister!" Luna nodded before running to tell every guard in the castle.

"We'll need your help fast, Twilight…" Celestia muttered.

Directed by Jayson Thiessen

Produced by Lauren Faust

Written by A Mare Under Cover AKA YugiohPonyAvengers

Based off/Inspired by JusSonic's fanfic, Lorcan's Wrath

Starring: Tara Strong, Ashleigh Ball, Andrea Libman, Tabitha St. Germain, Cathy Weseluck, Chris Hemsworth, and Tom Hiddleston

"My Little Pony: Friendship is Magic: Mischief and Lies Strike"


	2. New Friends and Old and New Enemies

Disclaimer: I own nothing in this story. My Little Pony belongs to Hasbro. Thor and Loki belong to Marvel. I also don't own Thor and Loki's pony designs, they belong to lizzytheviking on Deviantart. I also don't own the song Riders of Doom.

It was the afternoon when the sun was shining through Equestria. Things seemed quiet in Ponyville, nothing unusual was happening and everypony was minding their own business. Some of the ponies were just doing what they normally do. Like Big Macintosh was pulling a cart of hay, Granny Smith was sitting down and talking with another old pony, and Cheerilee was having the foals try a physical activity. In the skies, Thunderlane was giving his little brother, Rumble, a ride above Ponyville, Derpy was helping some Pegasi move a table into a movers truck, but lost her grip when she dropped it as one of the Pegasi glared at her, resulting in Derpy giving the Pegasus a sheepish smile. The next scene showed Daisy, Lilly, and Rose talking at a small café. Even the Cutie Mark Crusaders were running, having fun with Apple Bloom in the lead with Scootaloo and Sweetie Belle playing tag. At this time, the scene focused on what the Mane Six was doing, out on a walk through one of the fields in town. Applejack was looking at the sky while admiring the sunny day, Pinkie Pie was happily hopping along, Rarity was talking about her new fashion lineup she was currently working on, Fluttershy was admiring all of the animals and plants they past as she flew along, Rainbow Dash was flying alongside the group, and Twilight was reading a book. The six mares had invited Spike to come with them on their walk which the baby dragon was excited to go on a walk with Rarity, the pony he had a crush on.

"Ah, nothing can ruin this day!" Rainbow sighed in relief while staring at the sky. "Ain't it the truth? I gotta say, Twilight, this was a mighty fine idea!" Applejack grinned.

"Thanks, after helping out with the Equestria Games in the Crystal Empire, I think that we need a break." Twilight explained with a smile. "I mean, it's been weeks since the Equestria Games was announced to be held at the Crystal Empire." Pinkie grinned as she continued bouncing along.

"Indeed, but now it's time we relax and enjoy this beautiful day, darling." Rarity nodded. "Oh yeah, the day is just…beautiful." Spike sighed, staring at Rarity.

"Oh yes! And the animals and plants look great!" Fluttershy nodded with a smile. "I can agree! The sky's a perfect shade of blue today!" Rainbow grinned.

"You said it, Rainbow!" Applejack smiled as she brohoofed Rainbow. "And after we're done with our walk, we can go to Sugarcube Corner to get some cupcakes!" Pinkie grinned, bouncing in excitement.

"Don't worry, Pinkie Pie. I'm sure we'll get some soon." Rarity reassured her.

As the ponies continued their way back towards Ponyville, Twilight bumped into somepony when she was in the middle of reading her book, causing her and the others to stop abruptly. She looked up to see an alicorn stallion with light blue eyes, a blonde mane and beard, a peach coat, and a lightning bolt with a hammer in front of it as a cutie mark wearing silver armor with a red cape attached along with silver sleeves and silver armguards staring at her and her friends.

"Sorry, may I help you?" Twilight asked. "Are you all citizens of Ponyville?" The alicorn questioned in a British accent.

"Yeah, we are." Twilight nodded. "My name's Twilight Sparkle and these are my friends Applejack, Rainbow Dash, Rarity, Fluttershy, Pinkie Pie, and Spike. What's your name?"

"My name is Thor. I come from the kingdom of Ponyheim which is the neighboring kingdom near Equestria." The alicorn greeted. "Nice to meet you, Thor! Wanna walk with us?" Rainbow asked.

"Alright." Thor nodded while joining the group as they continued their walk and got to know him before Spike looked up. "Twilight, was Princess Celestia going to walk with us?" The baby dragon questioned.

"I don't think so, Spike." Twilight replied. "Then, can somepony please explain why she's in her carriage pulled by her Pegasus guards and heading towards Ponyville right now as we speak?" Spike asked.

The ponies looked up to see a gold carriage with Celestia on it pulled by Pegasi in gold armor flying towards Ponyville. "Princess Celestia!" Our heroes gasped. They ran to Ponyville and followed the carriage. The Mane Six, Spike, and Thor weren't the only ones who saw the carriage; the citizens of Ponyville also saw it and stopped everything they were doing.

The carriage landed in front of Town Hall as the princess stepped out. The Mayor of Ponyville gasped and bowed. "Princess Celestia!" The Mayor exclaimed. "What brings you here so suddenly?"

"Mayor, gather all the citizens of this town right here and right now! I have an announcement to make." Celestia commanded. "As you wish, your highness." The Mayor nodded as she looked behind Celestia.

"Is there something wrong?" Celestia asked. "Well, we won't need to do that because…Everypony is already here." The Mayor answered, gesturing to the crowd. Celestia saw the citizens of Ponyville standing around and staring at them. Even Twilight and her friends went to join the crowd.

"You may begin your announcement, your highness." The Mayor said while Celestia stepped up to the podium. "Citizens of Ponyville, I come to bring you grave news…" Celestia began with a grim expression.

The crowd gasped and began nervously asking what was wrong. "We currently have a new enemy out to attack us." Celestia continued. "Luna and I discovered this enemy last night and are increasing security, so the enemy's attack doesn't hit Ponyville! The co ruler of the Crystal Empire and my former Captain of the Royal Guards will be protecting the town."

She gestured to Shining Armor who approached Celestia with some guards. "My brother's here?!" Twilight gasped upon seeing her BBBFF. "So, this is your brother?" Thor asked. "He seems like a nice stallion…"

"Of course, he is! He's very friendly towards us." Rarity said with a grin. "That's right! He and his wife, Cadance, are kind to us." Fluttershy nodded.

"This new enemy will pose a larger threat like similar enemies in the past. The enemy possesses powers that of other foes like Nightmare Moon, but is a trickster like Discord. And like Queen Chrysalis, he's sending in an army and is highly skilled at magic like King Sombra." Celestia explained.

The ponies all begin to freak out when they heard this. "Everypony, please calm down!" Celestia yelled. "WE COMMAND YOU ALL TO SILENCE!" A familiar voice screamed in the Royal Canterlot Voice.

The ponies all turned to see Luna arrive with her bat pony guards. "Thank you, Luna." Celestia nodded at her sister. "The members of this enemy's army are what we believe to be ponies who have wreaked havoc on this town in the past. Shining Armor, step forward."

"Yes, Princess Celestia." Shining Armor nodded. "My sister and I know that you created the barrier that protected Canterlot from the Changelings, but got horrible headaches from it. So, Luna and I will create the barrier for you around Ponyville." Celestia explained.

"I don't mean to sound rude, but what about Canterlot?" Shining Armor asked. "We believe that the new enemy would attack a place where I can't be at." Celestia answered. "I think he was referring to Ponyville. While I'll be in Cloudsdale or Canterlot, the enemy could strike."

"That's why you have to stay here with the guards. If it was only just one enemy, it wouldn't be a problem. Unfortunately, the forces are growing stronger right now as we speak." Luna added. "Indeed, Luna, you know a lot about this enemy as much as I do." Celestia nodded.

"Of course you both do, your highnesses." Shining Armor said as he nodded his head. The crowd began whispering to each other in wonder on what was going to happen next.

"Now, we must prepare our magic. My sister and I will put up the barrier to help this town." Luna announced to the citizens. "The floor's yours." Shining Armor nodded, moving out of the way.

Celestia and Luna closed their eyes as their horns glowed before a gold beam shot up into the air and surrounded the town. "We must leave, sister. The barrier is already up." Luna informed her sister. "You all must have faith, my subjects. Soon, this problem will be solved. Shining Armor, be careful." Celestia finished while making her way to the carriages with Luna.

"I won't disappoint you or Princess Luna, Princess Celestia." Shining Armor nodded as he gave the Princesses a salute. Then, Celestia and Luna's carriages pulled by their Pegasus and Bat pony guards soon left the area to go to Canterlot or Cloudsdale. The citizens all stared at each other, knowing that all they had to do was trust the Princesses. "Shining Armor!" Twilight yelled, running towards her brother.

"Twily!" Shining Armor grinned as he hugged his sister and greeted her friends before noticing Thor. "And who's this?"

"This is our new friend Thor! He's from Ponyheim." Pinkie answered happily. "It is a pleasure to meet you, Shining Armor." Thor greeted, shaking Shining Armor's hoof.

"Same here, Thor." Shining Armor nodded with a grin. "So, how's Cadance been doin'?" Applejack asked.

"She's doing well. She's busy looking over the Crystal Empire where it's safe." Shining Armor replied. "After what Princess Celestia said, I can see why Cadance would increase the security there." Spike commented.

"We would need to increase security around here as much as we can, Spike." Shining Armor told him. "So, the princesses left you in charge of protecting Ponyville, huh?" Twilight asked.

"Yeah, Twily. This is only the beginning though." Shining Armor answered. "Princess Celestia is in Canterlot while Princess Luna is in Cloudsdale."

"How tough is this ruffian?" Rarity asked. "Well, I…" Shining Armor began.

"Is he big, creepy, and eats other ponies?! EEEEEEEEEEEEEP!" Fluttershy yelped, jumping into the bushes when a leaf landed near her. "Sorry, Fluttershy. I bumped into this tree and one of its leaves fell off." Rainbow said sheepishly.

"It's ok, Rainbow…"

"Well, I'm not really sure what it is." Shining Armor replied. "Well, have ya seen this villain? What does he look like?" Applejack asked.

"Oh, is it a griffin? No, a Manticore; No, a Hydra; No, a Windigo? No, an Ursa Major; No, an Ursa Minor! Or is it a—"Pinkie blabbed on before she ran out of ideas. "Pinkie, please be quiet…the Princesses said that I can't say, but all I know is that this enemy is dangerous." Shining Armor interrupted while the Cutie Mark Crusaders, along with two colts named Button Mash and Pipsqueak, approached him.

"Just how dangerous is this enemy?" Scootaloo asked. "What if it's a female?" Sweetie Belle questioned.

"Could ya at least tell us if it's a he or a she?" Apple Bloom asked. "Apple Bloom's right. Would you at least tell us the enemy's gender?" Button pointed out.

"Yeah, please tell us." Pipsqueak nodded while speaking in a British accent. "Fine…it's a he. That's all I'll say." Shining Armor groaned.

"Please, we've got your back. We can take down this bad boy, whoever he is." Rainbow grinned. "I'm afraid that the Princesses and I can't allow it." Shining Armor sighed.

"Why? We've handled stuff like this before, Shining Armor." Twilight asked her older brother. "This enemy is nothing like Queen Chrysalis or King Sombra, not even like Discord or Nightmare Moon. This one's different, but has the personalities of all of them combined." Shining Armor explained.

"Shining Armor, is there something you are not telling us?" Thor asked. "Because I can help with defending this kingdom. So, can you tell us more about this enemy?"

"Thor, I'm guessing that the enemy is from your kingdom: Ponyheim." Shining Armor replied. "You do not mean it is…" Thor gasped.

"The thing I'm afraid of is that the enemy and his army we're going to face might be the same pony that killed Twilight's foalhood friend, Dinky." Shining Armor said.

This left the group in shocked silence, but not as shocked as Twilight was. The new enemy that they're going to face killed her foalhood friend. Basically, all everypony could do was know that they could trust the Princesses and hope that the barrier protects them.

Meanwhile, it was already the afternoon. But, at this moment, something wicked was coming this way. In a part of the Everfree Forest leading into the town, some suspicious characters were seen standing there and they were: Trixie, Flim, Flam, Gilda, and the Diamond Dogs. They were being led by the shadowy figure known as Loki.

"They never learn…such a pity." Loki commented with a smirk. "Shouldn't we wait?" Trixie asked.

"No, now is the perfect time to attack. You all know what we must do." Loki replied. "Yes, sir!" The army exclaimed, giving him a salute.

"Now then, is it complete?" Loki asked Flim and Flam. "Yes, it is, sir! My brother and I have finished it!" Flim answered cheerfully.

"Introducing our latest invention…" Flam began. "The Barrier Destroyer 8000!" They exclaimed, presenting what looked like a mix between giant crossbow and a slingshot with huge fireballs as ammo.

The members of the army stared in amazement (except for Gilda of course) while Loki smiled evilly.

"We did our best to build it. It launches fireballs like a slingshot and has a great range." Flim explained. "We even set up more around the town, so we can give the barrier extra damage." Flam added.

"Ugh, these two are so lame!" Gilda groaned as she facepalmed herself with her claw. "Just be grateful that they aren't singing." Trixie commented.

"Well, we shall begin right…NOW!" Loki commanded, gesturing to his army to attack.

Soon, Flim and Flam began levitating the fireballs and pulling back the slingshot while activating the other devices. BOOM! BOOM! BOOM! The fireballs began exploding once they hit the barrier.

Meanwhile, in Cloudsdale, everything seemed peaceful…until light pink clouds began smashing against the city and making it rain chocolate. Pegasi flew for their lives in panic while Luna's bat pony guards quickly escorted them into safe places.

"EVERYPONY, EVACUATE TO A SAFE LOCATION IMMEDIATELY!" Luna shouted in her Royal Canterlot Voice. KABOOM! There was a huge explosion that caused Cloudsdale to shake. The dark blue alicorn turned to one of her bat pony guards.

"What is attacking us?" She asked. "Your highness, it's…light pink clouds that are making it rain chocolate." The guard answered.

"That's impossible! Clouds are supposed to be white or dark grey and they don't rain chocolate." Luna gasped. "You better tell it to that." The guard said, pointing to the shadow of an odd yet familiar figure getting under the barrier.

"I'll handle this enemy. Go protect the citizens!" Luna commanded. "Yes, your highness!" The guard nodded sternly before flying off.

Soon, Luna flew through the barrier and came face to face with the strangest thing she's ever seen: light pink clouds with chocolate pouring out of them from the bottom were heading towards Cloudsdale.

"What's this?" She asked as she touched one of the destroyed clouds. The Princess of the Night could feel that the light pink cloud was sticky and not soft like a normal cloud.

"Cotton candy? What kind of sorcery is this? It doesn't make any sense!" Luna questioned to herself while wiping off the cotton candy off her hoof. Then, she realized that it was almost…chaotic and discorded.

"BWAHAHAHAHAHA! But what fun is there in making sense?" A familiar voice cackled from within the clouds. "Who are you?! Show yourself!" Luna demanded while looking around.

"Remember me, Princess Luna? It's been a long time since we fought." The voice asked as it appeared in front of Luna. It was none other than Discord who showed up. "It's been a thousand years actually." Luna commented. "You're not welcomed here, Discord!"

"Oh, I'm hurt by your words…" Discord said sarcastically. "How you were set free?" Luna asked with a stern expression.

"Let's just said I made a new friend and I'm having a lot of fun making chaos here!" Discord exclaimed happily as he rubbed his paw and talon together in a menacing fashion. Then, it all came clear to Luna: the cotton candy clouds that were making it rain chocolate were all part of Discord's doing.

"You're not going to get away with this!" Luna yelled. "Oh, says the mare who was jealous of her sister and became a being of darkness." Discord scoffed. "Tell me right now: is Nightmare Moon influencing your choices?"

"No! The wielders of the Elements of Harmony got rid of her and it's none of your concerns! It wasn't my choice, it was the Nightmare Mist that possessed me!" Luna snapped. "What can you do now? When it took you and your older sister to defeat me with the Elements of Harmony?" Discord asked.

"You'll just have to see how much things have changed." Luna said with a determined expression.

Meanwhile, in Canterlot, the Royal Guards were busy guarding the citizens in their homes and keeping them off the streets because a bunch of soldiers in black armor with green designs were wreaking the city.

"ENOUGH!" A voice shouted before a light yellow beam was fired down and blew up a spot where the soldiers were which knocked them back. "You clumsy oafs, get up!" A voice yelled in a gruff Australian accent from above.

"Who are you?! Show yourself!" Celestia snapped. "I'm General Shield Strike, commander of the soldiers that are destroying your city and the strongest warrior in all of Equestria." A Pegasus stallion with light purple eyes, a dark grey-blue mane, and white coat dressed in the same armor as the other guards, but with a larger black helmet with green designs and a griffin's feather sticking from one side of the helmet with a light red shield with swords across it as a cutie mark answered with a smirk, landing in front of Celestia.

"YOU'RE part of this attack on my subjects?!" Celestia snarled. "That is a yes and no." General Shield Strike answered smugly as stroked his chest with his hoof. "You have to know the basics, but I won't tell you what they are."

"So, you are working with the enemy?" Celestia asked with a stern expression. "Yes, of course." General Shield Strike replied.

"You shall not harm my subject or else you and your soldiers will be thrown in prison for life!" Celestia yelled. "Oh, how lovely…" General Shield Strike smirked. "Soldiers, form your ranks!"

The soldiers quickly ran over and got behind their general. "Now prepare, Princess…for you are about to face the strongest warrior in all of Equestria and his soldiers!" He yelled.

Soon, Celestia was firing spells at General Shield Strike's soldiers while General Shield Strike yelled at the soldiers for being clumsy oafs and ordered them to get up and fight. Unknown to the princess and the guards, some patches in the dirt were moving towards Canterlot Castle. Under the ground were some Diamond Dog soldiers digging underground without being spotted.

Back in Ponyville, everything seemed peaceful…until the citizens started noticing something was wrong with the barrier. Suddenly, something hit the barrier with a loud BAM! which shook the entire town. Everypony looked up in shock as they realized that Celestia was right: the new enemy was attacking them. Worst of all, they saw that there were cracks on the barrier's surface.

"EVERYPONY, TAKE COVER! IT'S EQUESTRIA WAR 2 AGAIN!" Granny Smith yelled while covering herself with pots for some reason. "AHHHHHHHHHHHHHHHHHHH!" Everypony screamed.

"Everypony, take cover in your homes!" Shining Armor commanded. BAM! BAM! Many ponies looked up in horror and saw the attack on the barrier, noticing the cracks.

"Oooooh! Look at those flaming dodge balls!" Pinkie pointed out excitedly. "Pinkie Pie, I don't think those are dodge balls." Rarity said nervously.

BOOM! Without warning, something landed in front of the Mane Six, Spike, and Thor which they dodged and caused a small fire to start.

"Eeep! Something got through the barrier!" Fluttershy yelped, backing away from the fire. "Wait a second…" Applejack said while putting out the fire with her hat and putting it back on when she was done. "I know what was launched at the barrier, it was a fireball."

"They're bombing us with fireballs?!" Rainbow asked with a puzzled expression. "These fireballs were summoned with some sort of magic. I can sense it." Twilight replied as she examined the burnt area where the fireball landed.

"That is what is destroying the barrier. It is breaking even from the princesses' barrier spell!" Thor exclaimed in shock. "Oh boy, this looks bad…" Spike commented.

"Oh, just thinkin' of those varmints usin' fireballs to attack the town for an attack has gone too far!" Applejack growled while staring up at the fireballs hitting the barrier as more cracks appeared.

Back outside of the barrier, Loki was watching the attack from the shadows; many of the fireballs from Flim and Flam's invention were damaging the barrier piece by piece.

"Look, we're hitting them hard!" Spot pointed out. "But it's still holding!" Fido exclaimed.

"Then, it is time we destroy the barrier faster while Princess Celestia and Princess Luna are busy." Loki smirked. "The hour is finally at my hoof's grasp…"

He aimed his horn at the barrier. "GRAHHHHH!" Loki roared out, firing a spell at the barrier. BOOM! Then, the barrier began to form even more cracks.

Shining Armor looked up at the barrier in shock and saw the damage it took. The Mane Six, Spike, and Thor looked up as well. The Royal Guards were standing with their spears ready when the ground shook again. "It's time we deal with these enemies." Spike suggested as the group nodded in agreement.

"RARGH!" Loki growled, finishing his work. He looked and saw that the barrier was starting to shatter, just as he planned. "Yes…it is fading…" He smirked.

Twilight noticed that things weren't looking so well, so she led her friends to where the chaos was happening. "Twilight, where are we going?" Rarity asked. "We have to get to the front line! Princess Celestia's guards can't hold this alone!" Twilight answered.

"Alright, we need to help out! Let's go!" Spike commanded. Soon, the group ran passed some terrified ponies that were running from the chaos.

The barrier had turned bright orange as the shattered remains vanished. Trixie lifted her hoof to get a tiny piece of the barrier's remains and it vanished. "It's down." She told the army. "Then, go and inform them of our arrival!" Loki commanded as he waved his right hoof out.

Suddenly, Riders of Doom from the Legend of Zelda: Ocarina of Time trailer began playing as Loki and some of the members of his army prepared to storm Ponyville. The army began running ahead, but stopped as they noticed that only Loki stayed behind. "Aren't you coming?" Rover asked.

"I shall catch up…when the moment is right." Loki answered from the shadows. The other members of the army were unsure of this, but shrugged, knowing that their leader will join them later. Trixie charged into the town, Gilda flew through the air, Flim and Flam got onto one of their Barrier Destroyers and rode off, and the Diamond Dogs ran off. Loki smiled evilly, knowing that soon he'll step out of the shadows and make the ponies fear him.

At the moment the barrier shattered, outside of Ponyville, a group of figures were appearing out of the smoke from the attack. Many ponies began running away from whatever was coming out to attack their village. Slowly, each figure came out of the smoke while each member of the Mane Six and Spike reacted differently while Thor, not knowing any of these figures, levitated his hammer up while giving the figures an angered expression. The first figure was a creature that had the body of a lion, talons, wings, and the head of an eagle which turned out to be…Gilda.

"No way…GILDA?!" Rainbow gasped. "Hey there, Dash. Still hanging out with your lame friends?" Gilda asked.

"Hold it! That meanie griffin Gilda is working with the enemy?" Pinkie asked in shock. "Ugh, I'm surprised that the annoying pink pony is smart enough to know that I'm part of the villain's club." Gilda sighed in annoyance.

"And she doesn't appear to be the only member of the army." Rarity groaned as the Diamond Dogs came running in. "Well, if it isn't the whiny pony that forced us to give up our gems!" Spot snarled in annoyance.

"She's hard to handle with!" Rover commented, remembering Rarity whining to him and his friends. "And hard to deal with!" Fido added.

"Oh brother, the new enemy has THEM for his army." Spike growled in annoyance. "Well, well, well, if it isn't Twilight Sparkle…" A familiar voice mused from inside the smoke cloud.

"Wait, I know that voice…" Twilight commented while looking around. Then, the voice's owner appeared out of the smoke. "The Great and Powerful Trixie has arrived!" She announced.

It was none other than Trixie. "Oh great! The enemy added the showoff to his army!" Rainbow groaned. "I wanna which one of ya'll were harmin' this town!" Applejack demanded.

"Well, look who it is, dear brother, it's Applejack." Flim commented. "I remember her. Where's the rest of her family?" Flam asked.

Then, coming out of the smoke, was a large machine mixed between a crossbow and a slingshot that Flim and Flam were riding on which made the ponies shocked. "Eeep! W-What's that?!" Fluttershy yelped. "Our latest invention, the Barrier Destroyer 8000. It has fireballs we summon as ammo; we load them and…" Flim began.

"Then, we fire it at the barrier until it's down." Flam finished proudly. "Oh, it wasn't enough for you fellas wanted to take our farm and Apple business! But now you've been launchin' fireballs at innocent ponies?! That's crossin' the line!" Applejack shouted.

"So? It's just our business!" The brothers retorted. "Is there anypony else in this army? They must show themselves!" Thor demanded angrily.

"Let's just say that there are more of us than you think." Gilda said to him. "Yes, this is not all of us." Spot nodded.

"Right, there are two more of us." Fido agreed. "And one of them is our new leader that we Diamond Dogs are following for an award." Rover chuckled evilly as he rubbed his paws together sinisterly.

"Two more enemies?" Sweetie Belle repeated. "Who are they?" Apple Bloom, Scootaloo, Pipsqueak, and Button asked at the same time.

"They are currently dealing with your princesses now." Trixie smirked. This made the ponies gasp in shock. "You WILL tell us who you all are working for and surrender to Princess Celestia's Royal Guards! As prince of the Crystal Empire, I won't let you harm this town!" Shining Armor commanded.

"Ah, Prince Shining Armor…as protective of your kingdom as ever, I see." An evil voice hissed. Then, as if things couldn't get any worse, it did. A dark green flash of light suddenly appeared in front of the army and the citizens of Ponyville. The ponies moved back in fright as a shadowy figure appeared from the flash which vanished and freaked everypony out. Judging from the shadowy figure standing in front of the army, this was the new enemy. It was Loki and it seemed that Shining Armor was gritting his teeth while Thor levitated his hammer out with an angry expression, even though he knew that the shadowy figure sounded…familiar. Even the background music stopped. But what was almost scary was that only his face and body was hidden, but his voice was heard and it delivered an incredibly painful memory to one certain unicorn. "AHHHHHHHHHH!" Twilight screamed. Everypony tried to remain calm as the enemy stared at them all.

"Spike, go take the foals and hide!" Twilight commanded to Spike sternly. "Why?" The Cutie Mark Crusaders, Button, and Pipsqueak asked.

"But I wanna help!" Spike whined. "NOW!" Twilight snapped angrily.

"Um…ok! Come on!" Spike said, dragging the foals into a nearby bush. Everypony stared at Spike who was soon in the bush with Apple Bloom, Scootaloo, Sweetie Belle, Pipsqueak, and Button before turning their attention to Loki with fearful expression, afraid of what he might do to them.

"Citizens of Ponyville!" Loki announced. "I give you my greetings and see that you have already met my army."

The army gave the ponies evil smirks, causing them to gulp and back up nervously. "I am Loki of Ponyheim and I am burdened with glorious purpose. As you can see, I am also the leader of my army behind me. My reason for arriving is simple, I want the Elements of Harmony! And also, to kill a certain group of heroes…they are Twilight Sparkle, Applejack, Rainbow Dash, Rarity, Fluttershy, Pinkie Pie, and Spike. Even my brother, if he is here." Loki explained while looking around for his brother.

This caused more ponies to gasp in horror. The ones who seemed pretty angry at this were Shining Armor and Thor. "Give into these demands and all of your lives shall be spared." Loki continued. "If not, you shall be crushed!".

He pounded his hoof on the ground, causing a twig he stepped on to snap. This caused the citizens of Ponyville to scream in horror. "Now see here, Mr. High and Mighty! Ya can't just go around threatenin' everypony!" Applejack yelled as she pushed through the crowd. "She sure is brave to stand up to Loki like that, don't you agree, brother?" Flim asked.

"More like a foolish decision." Flam answered. "I assume that you are Applejack, one of Twilight Sparkle's friends?" Loki asked.

"I am and that's the honest truth!" Applejack replied before she realized something. "Wait, how do ya know my name and my friends' names without even askin' for 'em?"

"Let us just say that I have my ways. I see why the Elements chose you…you are truly honest." Loki mused. Suddenly, without warning, he fired a spell at Applejack which sent her flying. "GAAAAAAAAAAAAAAAAAAAAAAAAAH!" The orange Earth Pony screamed before she hit a nearby tree.

"Applejack!" Apple Bloom yelled, running out of the bushes and towards where Granny Smith and Big Macintosh were. "NO!" Spike shouted.

"Now, don't do nothin' foolish, younglin'!" Granny Smith scolded. "Big Mac, help me settle 'er down before she starts actin' like a crazy hero…um, Big Mac?"

"Eenope!" Big Macintosh said, charging through the crowd. "Oh boy…" Granny Smith groaned as she facehoofed herself and tried to keep Apple Bloom under control.

"Ugh…" Applejack yelped. "Applejack!" Rarity exclaimed, running over with Rainbow, Fluttershy, and Pinkie while Twilight glared at Loki and Thor gritted his teeth.

"Are you alright?" Fluttershy asked Applejack nervously. "Speak to us! Say something! ANYTHING!" Pinkie yelled as she shook Applejack.

"Ugh, I ain't deaf, ya'll!" Applejack groaned. "Interesting…more of Twilight Sparkle's friends: Rarity, Fluttershy, Rainbow Dash, and Pinkie Pie." Loki remarked in an amused tone.

"You looking to pick a fight, shady?! Then, we'll fight!" Rainbow shouted. "But how do you know our names without even asking us what they are?!"

"Rainbow, don't be hotheaded to go out there without thinkin' about it first. And to answer your question, he has his ways apparently." Applejack warned. "If nopony shall move…" Loki began, but noticed Big Macintosh running towards him. He shrugged and watched the angry red Earth Pony was charging at him.

"Oh no ya don't!" Big Macintosh exclaimed. Loki then moved out of the way as the Earth Pony charged at him. "All guards, aim your spears and fire at will!" Shining Armor commanded.

"Isn't his name Loki and not Will?" Pinkie asked. "Pinkie Pie, it's a saying. He doesn't mean it literally." Rarity explained.

"FIRE!" Shining Armor screamed. The guards aimed their spears at their target before…WOOSH! WOOSH! WOOSH! "Hahahahahaha, foal's play…" Loki smirked as he flipped over the spears and dodged them Matrix style.

"Well, that's something you don't see every day." Spike commented. The attacks continued, but the spears couldn't hit Loki until he vanished.

"Cease attacking!" Shining Armor commanded when Loki teleported away. "Did we get him?" Rainbow asked.

"I think we did…what a relief." Rarity sighed. "Um, I hate to ruin our victory, but why aren't they upset that we took down their leader?" Fluttershy asked nervously, drawing everypony's attention to the army.

"Fluttershy's right. If I were them, I would be pretty disappointed if my leader was taken down, but they look like they're ok with it." Pinkie agreed. They didn't even react when Loki defeated Applejack, but now they were…smiling evilly.

"I don't know, but there's somethin' ain't right. It's like they see their leader get beat up as if it were nothin' or an everyday occurrence." Applejack nodded as she got up.

Suddenly, as Twilight watched from her spot, she felt somepony bite onto her tail and began swinging her around. "WHOOOOOOOOOOOOOOOOOOOOOAAAAAA! WHOOOOOOOOOOOOAAAAA!" Twilight screamed, getting swung around in circles.

"TWILIGHT!" The other members of the Mane Six, Spike, the Cutie Mark Crusaders, Button, Pipsqueak, Shining Armor, and Thor screamed while running after their friend who was currently being levitated by a dark green magic aura that flung her away. "AHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH!" Twilight screamed before she was sent flying.

"GAH!" She yelped as she landed in front of Town Hall. Then, the flash of dark green light appeared again and the shadowy figure known as Loki stepped out.

"What now, your highness?" A random Royal Guard asked. "Aim your spears at Loki, but don't fire until I say so! I don't want my sister to get hit!" Shining Armor commanded.

"That was most surprising, citizens of Ponyville…" Loki chuckled evilly, turning to Big Macintosh. "I see that you have a strong fighter in your town. What is his name?"

"His name is Big Macintosh, ya villain!" Apple Bloom snapped. "Yeah! And he'll beat you up if you hurt Applejack!" Scootaloo yelled.

"And throw you around!" Sweetie Belle added. "And kick your flank into next week!" Button shouted.

"And get you out of here!" Pipsqueak yelled. "Now, younglins', please stop before ya'll make things worse." Granny Smith scolded them.

"I shall remember that name…Big Macintosh, such a simple name for a petty stallion who works on a farm." Loki smirked. "Hey, don't saw that about Big Macintosh!" Derpy yelled from the crowd.

"Fascinating, you have a crossed eyed Pegasus as well. I must say, you have a marvelous group of ponies living here…" Loki mused. "You are all showing resistance and we cannot have that now, can we? Let me find an example."

With an evil smile, he pointed his hoof at Twilight. Twilight gasped as she saw that Loki was pointing at her. "Loki, if you even DARE harm my sister, I swear I'm gonna…" Shining Armor threatened.

"Fascinating, the prince of the Crystal Empire defends his sister, Princess Celestia's student!" Loki remarked. "HAHAHAHAHAHAHAHAHAHAHA!" The army laughed behind him.

"If you kill Twilight, then you'll have to go through me." Shining Armor threatened. "You better include me!" Rainbow declared.

"And me." Applejack nodded. "Me too!" Pinkie added with a grin.

"And me." Rarity said. "And me!" Fluttershy exclaimed.

"And me." Spike added. "Eeyup!" Big Macintosh nodded in agreement.

"And me too!" Derpy added. "And me." Thor said.

"AND US!" The citizens yelled. "You ponies get overly protective when a member of your town is in danger, but that only shows that you are all fools!" Loki snarled in anger.

"Oh shut up!" Spike shouted.

"Well, well, well, a dragon. I have never seen one before. You must be Spike, I assume?"

"Yeah, you better think twice before messing with me!" Spike yelled as he balled his claws up into fists. "How did you even know my name without even asking for it?!"

"Like I said to Applejack, I have my ways. It seems that you all are strong in muscle and spirit, but lack brains." Loki commented darkly. Big Macintosh grunted and charged in to save Twilight, but Loki fired a spell at him, sending the red Earth Pony flying. The villain smirked and stated, "That may have worked before, but it no longer does. But perhaps, with the demand of the Elements of Harmony still needed, I may rethink on killing you, Twilight Sparkle, for something else!"

"Ugh, and that would be?" Twilight asked while she got up. "Tell me where the God of Thunder is in this town!" Loki demanded angrily. That demand made Twilight freeze in shock.

"I-I don't know what you're talking about." She stammered. "What God of Thunder?" Pinkie asked as if she was playing dumb with him.

"Do not toy with me, you two! I know all about a peach colored alicorn stallion with blue eyes and a blonde mane currently standing among you ponies!" Loki snapped. "I wonder where this creep got this information on Thor's location…" Rainbow commented.

"Apparently, this brute must have a grudge on Thor for some reason…" Rarity answered with a groan. "Like I told Applejack and Spike, I have my ways. NOW, TALK!" Loki growled, turning his attention back to Twilight. "WHERE IS THE GOD OF THUNDER?!"

"I'll never tell you!" Twilight yelled with a stern expression. "Then, you shall suffer a slow, painful demise…" Loki snarled in a low hissing voice.

Time seemed to have slowed down as Loki's horn glowed while he pointed it in Twilight's direction. Many of the lavender unicorn's friends were trying not to move until…"NOOOOOOOOOOOO!" A voice shouted which broke the silence. BAM! A silver hammer with a brown handle came flying in out of nowhere so fast that Loki didn't even notice it.

"GRAHH!" Loki shouted, dodging the hammer. Many of the ponies gasped in shock while seeing what happened and who walked in on the scene. While Twilight was being helped up by her friends, along with Spike, Big Macintosh, and Derpy, Shining Armor had the Royal Guards block off the army to prevent them from helping their leader or escaping.

As Loki recovered from the surprise attack, it showed a pony standing in between him and Twilight and it was the pony that Loki was looking for: Thor. And the alicorn looked extremely angry at Loki for what he was trying to do to one of his new friends.

"Listen, you villain! I do not know what you are planning to do despite that you sound familiar, but I command you to leave my new friends ALONE!" Thor demanded. "Thor!" Rarity gasped in shock.

"Boy, that fella sure is brave!" Applejack commented. "Yeah, did you see how he threw his hammer at Loki without him even noticing it?!" Pinkie exclaimed with a smile while jumping up and down.

"He saved Twilight. He's very brave!" Fluttershy smiled. "Meh, I could've done better, but I'll give him credit." Rainbow shrugged.

"Thor…" Twilight gasped in shock. Soon, time seemed to have frozen again when Loki growled in annoyance in seeing Thor.

"Looks like Loki's getting annoyed. That doesn't really surprise me. It's like they've known each other their entire lives." Spike commented. Thor levitated his hammer up and said angrily, "I know you are an evil villain trying to harm my new friends and the citizens of this town, but do you, a citizen of Ponyheim, know who I am?"

"Yes, you shall bear witness to who I AM as well!" Loki smirked as he walked out of the shadows. "AHHHHHHHHHH!" The citizens of Ponyville screamed.

"Whoa, I don't know if I should be scared or shocked!" Spike gasped. It showed that the villain had the features of a pony.

He was an alicorn stallion with emerald green eyes, a neck length and slightly choppy jet black mane, and a light gray coat with a gold staff with silver blades and a dark blue gem in the center of the blades as a cutie mark wearing a black and gold collar that had a gold shoulder pad on one side with a dark green cape attached along with black sleeves, a black and gold chest plate, and gold armguards on the sleeves. This pony, this was Loki, the God of Lies and Mischief.

Thor gasped and levitated his hammer onto the ground while approaching the evil villain. Suddenly, he wrapped his hooves around him in a…hug.

"Ugh, make it stop!" Spike shouted. "Is it just me or is Thor hugging Loki?" Derpy asked.

"Eeyup, he is!" Big Macintosh nodded. As you can imagine, it was pretty awkward for everypony to see.

"Brother! I missed you so much!" Thor exclaimed happily. "Get off of me!" Loki retorted. He shoved Thor off of him and looked in the opposite direction.

"Brother?!" The citizens of Ponyville repeated in shock. "THIS IS YOUR BROTHER?! FOR REAL?!" Twilight and her friends demanded.

"Awkward…" Spike muttered. Many of the citizens and even the villains were chatting up a storm at what they were seeing while some chose not to.

"Ugh, like, I can't believe this!" Diamond Tiara scoffed with an annoyed expression. "What is it, Diamond Tiara?" Silver Spoon asked.

"That everypony is scared of an alicorn who is Thor's brother!" Diamond Tiara groaned. "Well, the only way I can tell that they're related is that they're both Alicorns." Silver Spoon pointed out.

BOOM! Then again, something went wrong. A spell was fired and blew up the spot where the fillies were standing. "AHHHHHHHHH!" The two snotty fillies screamed while hugging each other and seeing Loki with his horn glowing.

"A lesson for you two to learn: Looks are deceiving. And lastly, never insult a being more powerful than you unless you have the intelligence to stay ALIVE!" Loki snarled. Diamond Tiara and Silver Spoon ducked behind Filthy Rich in fear.

"Whoa, for Thor's brother, he's pretty creepy!" Scootaloo commented. "Well, they DID make him angry." Sweetie Belle pointed out.

"But why is Thor's brother doin' this?" Apple Bloom asked. "I don't know. Maybe he has some sort of sibling rivalry with Thor." Button answered with a shrug.

"Or it could be something that happened between them in the past." Pipsqueak guessed. "Well, young ones, we don't know." Granny Smith said.

Soon, Loki turned his attention back to the citizens of Ponyville and yelled, "To all you ponies, listen to me now! Your deaths shall be a slow and painful process!"

"AHHHHHHHHHHHHHH!" The ponies screamed. Loki yelped as he dodged a light green fireball that went over him. He glared at Spike who retorted, "Where did you get that quote 'Villains for Dummies'?"

"I shall deal with all of you another time. My army, we shall fall back!" Loki commanded to his army. "Wait, as in retreating?" Gilda asked.

"Why leave when winning?" Fido questioned, scratching his head in confusion. "Yes, why leave now?" Spot added.

"Diamond Dogs want answers!" Rover yelled.

"Because we have made our intentions clear and there is nothing that can stand in our way." Loki replied with an evil smile. "We have announced their doom, so they can have a moment to live before we exterminate them all."

"Well, it seems our business is done here for now." Flim commented. "It seems that there's no reason to stay at all." Flam added.

"Yes, we do have a few things prepared, right, Trixie?" Loki asked. "Of course, Loki." Trixie nodded.

"You're not going anywhere! I have the entire place sealed off!" Shining Armor yelled as he gestured to the Royal Guards who were blocking all of the exits. "Then, we shall use the easier way…magic." Loki said while his horn glowed and made something happen.

Suddenly, the army began vanishing, except for Trixie who teleported away. "Your highness, they've vanished!" A Royal Guard told Shining Armor. "Grr…" Shining Armor growled in annoyance.

"Hahahahahaha!" Loki laughed evilly. "Loki!" A voice shouted in which Loki turned to see…Thor in anger and shock over his actions.

"Thor, wait! Don't go near him!" Twilight warned. "Twilight, he is my brother. I must convince him to stop these horrible actions." Thor said.

"Why, this is highly surprising that you left Ponyheim…still, you want to defend this kingdom when you are not a citizen or an heir to the throne here." Loki commented. "Our father would have thanked us…if you were not evil." Thor said.

"YOUR father." Loki corrected in irritation. "Thor, tell us the truth. Is Loki your brother or not?" Rainbow demanded.

"He's adopted." Thor replied with an honest expression. "Loki!" Shining Armor yelled to the villain.

"Ah, Prince Shining Armor…" Loki smirked. "We shall meet again…in time!"

With that, Loki vanished in his flash of dark green light. Many of the citizens were afraid that Loki and his army were going to come back to kill them all. Shining Armor saw this and sighed, knowing that he would have to keep them all under control. "So, what are we going to do about the army and their boss?" Spike asked.

Meanwhile, things were heating up between the Luna vs. Discord battle up in Cloudsdale. Oddly shaped objects were colliding against the clouds. Right now, Luna was standing on a cloud, glaring at Discord who was creating chaos.

"Well, Princess Luna, I'm impressed…and I'm almost never impressed. You managed to dodge all of my chaotic creations. BWAHAHAHAHAHAHA!" Discord commented. "I'm not done with yet, Discord!" Luna snapped with a determined expression.

"Well, I wonder how chaotic it would be if you became Nightmare Moon again." Discord said. "I'd rather die instead of becoming that horrible being of darkness again!" Luna retorted.

"Very well, have it your way." Discord shrugged, snapping his talons and making a huge ball of energy. "Prepare to meet your—"

BEEP! BEEP! BEEP! "Oh, hang on sec, I've got a call." Discord said while summoning a telephone and talking to some voices on the other end. "Yeah, uh-huh, uh-huh, oh really? I see…see you back at the castle!"

Discord made the phone vanish as he hung up and replied, "Well, Princess Luna, it seems that our playtime is up."

The Draconequus summoned a pocket watch and dropped it while watching it land god knows where. "What kind of game are you playing?" Luna asked.

"No game, I just have to return to my boss, that's all." Discord answered. "Until we meet again, Princess Luna! HAHAHAHAHAHAHAHA!" He waved goodbye as he vanished through the clouds.

"Discord seems stronger ever since Twilight and her friends defeated him…perhaps that God of Lies and Mischief had something to do with it." Luna muttered to herself.

Meanwhile, there was destruction in the streets of Canterlot as the battle between Celestia and General Shield Strike continued. A lot of General Shield Strike's soldiers were trying to get up while their commander yelled at them to get up while calling them 'clumsy oafs'. Right now, the two were staring down, not making a move before charging at each other.

"RAAAAAAAAAAAAAAAAAARRRRRRRRRRRRRRGGGGH!" Celestia cried out as she charged at General Shield Strike with her horn glowing. "ARRRRRRRRRRRRRRRRRRRRGGGGGGGGGGH!" General Shield Strike yelled, charging at Celestia with his spear out.

POW! Celestia fired a spell right when they clashed which caused the two to be sent flying. "Well, that was some explosion you caused, Princess Celestia." General Shield Strike smirked while he got up. "Save your flattery, General Shield Strike. I've already defeated half of your soldiers that you call 'clumsy oafs' surrender now!"

"My soldiers may be clumsy, but HE made us into his all-powerful army!" General Shield Strike declared. "Explain, was this pony that made you and your soldiers into his all-powerful army named L—"Celestia began, but was interrupted.

Suddenly, the soldiers all began to form their ranks behind General Shield Strike which caught Celestia by surprise.

"It seems that our battle is done for now…" The white Pegasus smirked. "Oh, if you're the strongest warrior in all of Equestria, you really think it's polite to leave your opponent after a battle?" Celestia asked sarcastically.

"No, but my leader needs me." General Shield Strike said with a wicked expression. "Beside, you would want to check up on your sister and your subjects."

"What?! General Shield Strike, stop! What do you—"Celestia began to demand. "Soldiers, move out!" General Shield Strike commanded.

"Yes, sir!" The soldiers nodded as they vanished with their commander, leaving Celestia and her guards in the carnage of the streets. "They must've been teleported back to their hideout. I think Loki had something to do with it…" Celestia muttered to herself. "I have to see if my sister and my subjects are alright!"

She flew off to Ponyville, not knowing about what was happening underground.

Back in Ponyville, after Loki and his army vanished, everypony was still a little freaked out. The Mane Six, excluding Twilight, were helping out the citizens of Ponyville with recovering from the invasion.

Pinkie was trying to cheer them up and make them smile by doing funny stunts and telling jokes. Fluttershy was helping out the wounded ponies that were injured during the attack.

Rarity was selling some clothes she made to cheer up the civilians. Applejack and Rainbow were carrying medical supplies to Ponyville Hospital.

Apple Bloom, Scootaloo, Sweetie Belle, Button, and Pipsqueak were helping Granny Smith and the Cakes give out treats. Shining Armor and the guards were patrolling the area in case the army would come back to attack.

At this time, Twilight was standing with Thor, Spike, Big Macintosh, and Derpy. "Twilight, are you going to be alright?" Thor asked with a worried expression while noticing Twilight's grim expression. "Yeah, you were a little freaked out back there." Spike nodded in agreement.

"I'll be alright, you two, really." Twilight reassured her new friend and assistant/adoptive brother/adoptive son.

"But you didn't look so good, Twilight." Derpy commented. "Eeyup." Big Macintosh nodded.

"Thor, what was that all about earlier? How did Loki know our names without even asking for them? I know that he told Applejack that he has his ways when she asked him, so what's the big deal about it?" Twilight asked. "Alicorns, gods in particular like Loki and I, can read minds of ponies they meet. I just realized that when I came to Ponyville, Loki's rage followed me here. It is not only power he is interested in, it's vengeance upon me." Thor explained sternly.

"Awkward much?" Spike asked in confusion.

Meanwhile, however, something unexpected and unannounced was happening in a secret chamber in Canterlot Castle where the Elements of Harmony were kept. A flash of magenta light appeared in front of the Diamond Dog soldiers and the figure who stepped out of the light and gestured the soldiers to follow them. The figure approached the doorway and placed it's horn on the hole on the secret door that only a unicorn or an alicorn can unlock, but only Celestia or Luna can do this. However, the figure made the door open. A flash of light appeared when the door opened revealing the figure to be…Trixie.

"Ah, here they are, just as Loki said they would be!" The light blue unicorn declared as she saw a dark blue box with gems on them. "I sure did marvelous with the invasion, but now, I, The Great and Powerful Trixie, shall have my leader corrupt the most powerful magical objects known to ponies!"

She levitated the box over and opened it, revealing five necklaces and a 'big crown thingy'. These were the Elements of Harmony, the magical objects that Twilight and her friends wield whenever there's danger.

"They say that only Princess Celestia or Princess Luna can get into this powerful chamber, but that doesn't matter now." Trixie chuckled evilly to herself.

She levitated a gem that was the size of a pistachio out from under her hat and muttered, "With this Holo-Stone, I shall tell Loki that my mission is accomplished! Should you corrupt it now, Loki?" A hologram of the villain appeared and smiled evilly.

"Yes, you let me corrupt them!" He hissed. Trixie nodded and levitated the box with the Elements inside and opened it while the hologram of Loki fired a spell at them, causing dark green mist surrounded them and vanished.

"You have done well, Trixie. The second part of my plan is complete!" Loki's hologram grinned. "Then, that means that the first part of your plan of distracting our enemies is also complete." Trixie nodded.

"Now, return to the rest of the army and I back at the castle and teleport out with the Diamond Dog Soldiers. Be sure to seal off the tunnel as well before you leave. I do not want the Princesses to know about this." The hologram commanded. "As you wish, Loki!" Trixie nodded, sealing off the tunnel.

"Soon, the time shall be near…" Loki's hologram smirked. "When the extinction of the pony race is done by my army and I shall rule Equestria! BWAHAHAHAHAHAHAHAHAHAHAHAHAHA!"

Then, the hologram vanished back into the Holo-Stone and Trixie levitated it back under her hat before teleporting out of Canterlot Castle with the Diamond Dog soldiers.


	3. The History of Odin and Loki

Disclaimer: I own nothing in this story. My Little Pony belongs to Hasbro. Thor, Odin, Laufey, Loki, and Bor belong to Marvel. I also don't own Thor and Loki's pony designs, they belong to lizzytheviking on Deviantart.

Celestia flew to Ponyville as fast as she could. The white alicorn had just been told by her sister about Discord's return and how he's possibly sided with the enemy. The two sisters landed in Ponyville, seeing the wreckage from the invasion.

"It's just as we feared, Luna. Loki has attacked the town." Celestia sighed sadly. "He and his army must've distracted us while we were defending Canterlot and Cloudsdale! Where are Twilight and her friends?!" Luna exclaimed.

"We're right here." Twilight replied as she walked over with the other members of the Mane Six, Thor, Spike, the Cutie Mark Crusaders, Pipsqueak, and Button. "It was horrible; you two wouldn't believe what happened…"

"We were attacked by Thor's adoptive brother and his army!" Pinkie shouted, making the Princesses' eyes widen slightly. "Calm down and tell us what happened." Celestia commanded.

The Mane Six, Spike, and Thor explained everything that happened from the barrier's collapse to Loki and his army's retreat.

"Apparently, our old enemies have sided with this creep who calls himself Loki. He's from Ponyheim. The members of his army are Gilda, Flim, Flam, the Diamond Dogs, and that showoff Trixie!" Rainbow explained. "I'm glad that fiend didn't destroy the entire town if it weren't for Thor." Rarity sighed in relief while nodding in Thor's direction.

"Thor, why does Loki hate you so much?" Fluttershy asked Thor nervously. "Sister, what's going on?" Luna questioned.

Celestia saw the ponies gather around her like they did last time, but their expressions were scared and hopeless instead of curious. The princess looked down sadly and knew what she had to say to them.

"I think it's best that we discuss this at the castle in Canterlot." She said with a grim expression. "Anypony who wants to stay in Ponyville is welcome to help repair the town. As for those of you who want to come to Canterlot…"

Some ponies decided to stay behind, but the ponies that decided to come were the Mane Six, Spike, Thor, and some other ponies who stood around the Princesses and Shining Armor. "Keep an eye out for trouble." Shining Armor commanded the guards before teleporting the Princesses and the ponies to Canterlot Castle.

At the Princesses' old castle, Gilda was a bit annoyed as she flew into the throne room while snapping, "What gives here?! We were so close to wiping them all out! At least we could've killed Rainbow Dash!"

"Exactly, we still owe her and her friends for the pain they've caused us." Trixie nodded.

"Everypony, you shall have your chance to kill them. Remember, the plan was to distract them with the invasions." Loki said calmly. "Granted, I wanted to finish off Twilight Sparkle and her brother."

He growled angrily and began pacing around while grumbling to himself. "You seem upset, but that's good." Discord commented.

"You would be too if you found out that your adoptive brother is working with the wielders of the Elements of Harmony!" Loki snapped. "Loki, you never told us you were adopted." Trixie commented.

"I am the son of a Frost Pony. That is all I will say." Loki grumbled to Trixie. "But still, a powerful alicorn like yourself who was abandoned as a foal and founded by Princess Celestia who gave you to Odin for him to raise you as his son would be impossible to get the throne since Thor is the oldest and he was there before Odin took you in." Trixie explained.

"Thor and I are not brothers by blood." Loki said. "Too bad that we didn't kidnap that dragon too." Gilda commented.

"He is a fool for calling me a 'dummy' whatever that means …" Loki grumbled. "Well, aren't we in a tempered mood?" Discord asked.

"Enough of this discussion, it is time we talk about some important matters." Loki commanded. "General Shield Strike!"

"Yes, sir?" General Shield Strike asked while approaching Loki. "How is our army doing?" Loki questioned in a dark tone.

"The Diamond Dogs and their soldiers are currently helping Flim and Flam with building their inventions and my soldiers are currently planning our next strategy." General Shield Strike answered.

"Excellent, then it shall not be long for us to plan our revenge." Loki smirked. "But remember the plan I commanded. Once the moment is right, the third part of our plan shall be at our grasp."

"Yes, Loki!" The members of his army nodded.

Meanwhile, the Princesses of Equestria had teleported with some of the ponies into the throne room in Canterlot Castle. Some of the ponies were panicking and asking questions while Luna commanded, "Everypony, calm down! This situation has gone to Code Red!"

"When the hay did we develop a terrorist system?" Dr. Hooves asked with a concerned expression. Celestia waited patiently until everypony was quiet before she spoke up.

"The kingdom has faced great threats in the past." Celestia began grimly. "From night, chaos, greed, to darkness. And, thanks to Twilight and her friends, they've been defeated. But this time…we're doomed because Loki will attack us."

"Who's Loki?" Derpy asked.

"The God of Lies and Mischief from Ponyheim, Equestria's neighboring kingdom. He's planning on taking over Equestria with his army and exterminating the entire pony race. You all saw most of his army, except for two of them. One of them is General Shield Strike who said to be the strongest warrior in all of Equestria until he and his soldiers were put in prison for a mass murder and killed a griffin with his bare hooves." Celestia explained. "And the other one is—"Luna began before the doors to the throne room opened.

"Your highnesses!" A voice called out. Everypony turned to see a Royal Guard running up to Celestia and Luna's thrones. It was the same guard who was standing by Discord's statue before he was freed.

"Captain Katoptris! You're alive! When the other guards found your body, they thought you weren't going to make it! Oh sweet Celestia, I'm so glad you're ok!" Shining Armor yelled. "I apologize, your highness. I cloned myself with my magic. When the spell wore off, I was barely able to escape." The captain explained.

"What happened? Ya look like you've been through Tartarus!" Apple Bloom asked. "Somepony unleashed Discord from his stone prison." Captain Katoptris said grimly to the ponies in the room.

"What?! Somepony released Discord?!" Fluttershy yelped in shock. "Yes, luckily, I survived the battle I had with him in Cloudsdale, but he's stronger than the last time you and your friends faced him." Luna nodded.

"Somepony unleashed Discord?!" Applejack asked as the ponies gasped. "Oh great, we unleashed the Lord of Chaos and Disharmony again!" Sweetie Belle groaned.

"It really isn't your fault, girls." Cheerilee reassured the Cutie Mark Crusaders. "I wasn't there, so I don't know what happened." Pipsqueak said.

"I wasn't there too." Button added. "Discord did a lot of things during our battle like summoning flying fish, winged serpents, and odd looking birds that sound like claws on boards." Luna explained.

Spike pulled out a board and ran his claws down it, causing some nearby ponies to cringe. "What? I just want to see what it sounds like." The baby dragon asked.

"Enough! I demand why Loki decided to attack the ponies here!" Thor demanded with an annoyed expression. "Thor, I'm guessing that he knows that you're willing to defend all of us from him." Twilight shrugged.

"Twilight, I think he already knows that." Celestia told her student. "Alright, do you mind telling us the whole story? We have to know these things!" Octavia asked.

"Awkward!" Pinkie said. "Tell me everything you know about Odin, Thor." Celestia commanded.

"Odin is my father and the ruler of Ponyheim alongside my mother. You and your sister were friends with him when you three were foals. He had lost his eye during the Frost Pony War." Thor explained. "So, who's Odin? Is he a pony?" Derpy asked.

"He's a pony…and he was our foalhood friend." Luna answered. The ponies gasped; although they knew about the alliance between Equestria and Ponyheim, they had no idea that their rulers were friends with one of the rulers of Ponyheim.

"Mind explaining everything?" Rarity asked. "It was a long time ago, after our teacher, Star Swirl the Bearded, left our old castle after he decided that we've mastered everything he taught us about magic…" Luna began.

"Ooooh! Go to a flashback!" Pinkie yelled in excitement. "Oh, Pinkie, you're so random!" Rainbow chuckled.

Flashback:

_Celestia and Luna were seen as fillies staring out in the distance on a balcony at their old castle while thinking about their teacher, Star Swirl the Bearded. _

"_I sure do miss him, Tia. Do you think he'll come back?" Luna asked sadly as she stared at Celestia. _

"_I miss him too, Luna." Celestia nodded. "But I'm not sure if he'll come back or not…" _

_Suddenly, something white landed in front of them. It was an alicorn colt with blue eyes, a white mane, and a white coat with a light blue cube as a cutie mark. _

"_Who are you?" Celestia asked, noticing the figure. "My apologizes, I was curious about what was outside of my kingdom and ended up here." The colt apologized in a British accent. _

"_It's alright! What kingdom are you from? Are you the ruler's son?" Luna asked with a smile. "I come from Ponyheim, the neighboring kingdom of Equestria. And yes, my father, Bor, is the ruler of Ponyheim." The colt replied._

"_Interesting…what's your name?" Celestia asked. "My name is Odin." The colt answered. "And yours?"_

"_I'm Celestia and this is my sister, Luna. We're going to be the rulers of Equestria." Celestia responded._

End of Flashback

It then cut back to the present as Celestia continued, "After that, Odin became our friend as we helped him become the ruler of Ponyheim while he helped us become the rulers of Equestria."

"It was entertaining, but hard while he helped us and we helped him." Luna added. "We understand, but what happens next?" Fluttershy asked.

"Well, then there was the day we defeated Discord…" Celestia began.

Flashback:

"_Oh, how long will this take?" Celestia asked with a worried expression while she stood outside of a blacksmith shop in Ponyheim and gazed at where the border line between Equestria and Ponyheim was. "Discord has already messed up Equestria enough. Who knows how long our forces are holding him?"_

"_We can only hope that the blacksmiths can make us some powerful weapons for the two of us just in time." Luna reassured Celestia before turning to their friend. "And thanks for helping us out and letting us stay in Ponyheim for a while, Odin." _

_Odin, who was now the same height as Celestia and wearing gold armor with a yellow cape attached along with gold sleeves and gold armguards, nodded and said, "You are welcome, Luna, but do you mind if I suggest something?"_

"_And that is…?" Celestia asked. "Why bother make one weapon when you can do two separate ones? There could be three in each set or if you put them together, six." Odin explained. "They could represent different traits like those ancient weapons from a long time ago that my father told me about." _

"_Yes, these traits could be Honesty, Kindness, Generosity, Laugher, Loyalty, and one unknown." Luna nodded. "They could represent Harmony like the weapons." Odin added. _

"_Odin, you're a genius!" Celestia exclaimed with a grin when she understood the idea. "We'll call these weapons the Elements of Harmony! They could help us defeat Discord and bring harmony to Equestria!"_

"_Thank you, I try my best." Odin nodded._

End of Flashback

In the present, Luna continued, "Right after the Elements of Harmony were created, we returned to Equestria and used him to defeat Discord, turning him to stone."

"At first, we thought about killing him, but Odin said that turning him to stone could work because killing him seemed too harsh. Then, before the disappearance of the Crystal Empire, we stopped King Sombra and turned him into a shadow before sealing him inside the ice of the Artic North." Celestia explained. "So, what happened when the connection between Equestria and Ponyheim broke before the Frost Pony War?" Twilight asked.

"It was my fault…" Luna answered sadly. "It happened the day the Nightmare Mist turned me into Nightmare Moon."

Flashback:

_Odin yelped as he dodged a spell fired at him. He watched in horror as Celestia was fighting Luna who had recently transformed into Nightmare Moon thanks to the Nightmare Mist possessing her. _

"_Luna, I will not fight you! You must lower the moon! It is your duty!" Celestia snapped. "Luna? I am…Nightmare Moon! My only duty is to destroy you!" Nightmare Moon said. _

"_Luna, you must listen to your sister and me! You must lower the moon and have Celestia make way for the dawn! This is not right!" Odin pleaded. "Weak as usual, I see…" Nightmare Moon muttered. "Join me and together, we can rule the kingdom!"_

"_I shall never join you!" Odin yelled. "You don't know the power of eternal night!" Nightmare Moon hissed in anger as she fired a spell at him which he dodged. _

"_I will never give into your temptations, Nightmare Moon!" Odin snapped. "Farewell, the night will last forever!" Nightmare Moon cackled while turning into her mist form and going through an open window, leaving the Princesses' old castle. _

_Celestia walked up to Odin who was staring in shock. _

"_Odin, is there a way to get rid of the Nightmare Mist?" She asked in concern. "They are not from Equestria or Ponyheim nor any other kingdom known, but why in Tartarus didn't we do something sooner?" Odin muttered to himself. "You didn't know that the Nightmare Mist possessed her because she was on night patrol, but we didn't act quickly enough! You must get the Elements of Harmony!"_

_Celestia gasped at hearing this, not believing that Odin said that she has to do this on her own without his help. "Odin, I can't kill my own sister! There's still good in her! I know there is! Please, you helped Luna and I defeat Discord, now help me defeat Nightmare Moon!" She begged. _

"_I only helped make the Elements, not help defeat Discord. This is something only YOU can do. I must return to Ponyheim to run my own kingdom." Odin explained with a grim expression. "You're my friend, Odin! You HAVE to help! We didn't agree to make the alliance between Equestria and Ponyheim for no reason!" Celestia protested._

"_Do not worry, Celestia. If a disaster strikes in my kingdom, you will help me with it. Until then, good luck on defeating Nightmare Moon and ruling Equestria." Odin said before flying out an open window. "I'll try my best, Odin…" Celestia sighed, watching him fly towards Ponyheim._

End of Flashback

"Wow, that sounds deep…" Spike commented. "You all know what happened when I battled Nightmare Moon and banished her to the moon." Celestia said. "But when Equestria was recovering from the battle, Laufey, the leader of the Frost Ponies, attacked Ponyheim with his army, threating to plunge the kingdom into a new ice age."

"Wow, that must've sounded terrible!" Fluttershy said. "I sided alongside Odin and the Ponyheim army just as I promised him. The war cost Odin one of his eyes and soldiers wounded on both sides." Celestia explained.

"Why does this story sound so familiar to me?" Pinkie asked while scratching her mane in thought. "Oh goodness! I think Twilight told us this story once!" Rarity gasped.

"In the end, Laufey surrendered and the source of the Frost Ponies' power was taken from them. Right after that, he was executed along with the other Frost Ponies. As I was roaming around the Frost Pony Temple, I found a foal. It was small for a Frost Pony's offspring and he was abandoned, suffering, and left to die; I then realized it was Laufey's son. So, I gave the foal to Odin for him to raise alongside his wife." Celestia explained. This made Thor gasp slightly.

Applejack sighed and patted one of Thor's front legs while saying, "Aw shucks, that sounds cruel for the foal. Apple Bloom, Big Mac, and I were pretty darn upset when we lost our folks."

"So was I about mine." Rainbow added sadly. "Rainbow, are you going to be ok?" DJ Pon3 asked.

"I'm gonna be fine!" Rainbow sobbed. "But then, IT happened." Shining Armor said with a concerned expression. "After Twilight got accepted into Princess Celestia's School for Gifted Unicorns, got her cutie mark, and hatched Spike, her foalhood friend, Dinky…was killed."

"Remember the nightmare I had last night, Spike?" Twilight asked. "Yeah, I sure do." Spike answered with a nod.

"That was the one." Twilight said sadly.

Flashback:

_In a cave, Loki growled as he paced around furiously while grumbling, "He could never have a Frost Pony sitting on the throne of Ponyheim...Thor and all of those ponies must pay." _

_Just then, he overheard some voices nearby. The gray alicorn smirked…finally, revenge! _

"_Wait, what was that?" Dinky asked nervously while hearing a sound. "Dinky, we can't mess around. I gotta get these plants back to the academy before sundown." Twilight said as she levitated a random plant from the ground and into her saddlebag. _

_A growl was heard which caused the two fillies to jump in fright. They looked around nervously, not knowing where the sound was coming from._

_Dinky asked, "Twilight, what was that?"_

"_Why, it is good to see you two at last, ponies…" A voice hissed evilly. The two unicorn fillies gasped as Loki stepped out of the shadows. "Welcome to my temporary hideout…prepare to meet your doom!" He snarled._

"_What do you want from us?!" Twilight demanded angrily while Dinky hid behind her. "W-W-Who are you?" Dinky asked with a frightened expression._

"_I am Loki. You should never trespass on another pony's property, young foals…for there is a price you must pay." Loki answered insanely. "You can't tell me what to do!" Twilight retorted. _

"_How flattering…" Loki commented. "Now, hold still, so I can kill you quickly!" _

_He charged at Twilight with his horn glowing until Dinky head-butted him and stood in front of Twilight, blocking the alicorn away from her friend._

"_Run, Twilight, run!" Dinky yelled. Twilight didn't protest and quickly ran off. Dinky tried to follow, but she was caught by Loki._

"_Foolish filly, you cannot run from me!" Loki snapped. Twilight looked behind her in horror as Loki stabbed Dinky with a knife, killing her friend. "Dinky, no!" She screamed, seeing blood on the floor. "NOOOOOOO!" _

"_And now…you shall die!" Loki roared. He then attempted to attack her, but Twilight fired a spell at the ceiling which caused some rocks to fall and block Loki from her. _

"_NO! YOU CANNOT ESCAPE, TWILIGHT SPARKLE!" He screamed while breaking down the wall of rocks. But to his anger and shock, Twilight was gone. _

"_GRAAAAAAAAAAAAAAAAGGGH! THAT LITTLE BRAT HAD ESCAPED FROM ME!" The grey alicorn yelled furiously. "I shall have my revenge on her! She shall be one of the ponies who will suffer my wrath in the future! Once I take over Equestria, Twilight Sparkle shall be the first pony to die!"_

End of Flashback

Twilight looked down sadly as she continued, "I told everypony I knew about what happened, so we went back to the cave and Dinky's body was nowhere to be found. I feared that Loki had removed the evidence, so he wouldn't get caught by the Royal Guards."

"Everything will be ok, Twilight. It's over." Her friends reassured her. "It seems like you all should head back to Ponyville." Celestia sighed sadly. "Shining Armor, can you teleport the citizens back to Ponyville?"

"Yes, your highness!" Shining Armor nodded before vanishing with the citizens of Ponyville and leaving Celestia and Luna alone in the throne room. "With everything that's happening, I really don't think Loki can be reasoned with." Luna said. Celestia nodded grimly.

"I have a feeling that this madness won't be over yet."


	4. Thor's Fury

Disclaimer: I own nothing in this story. My Little Pony belongs to Hasbro. Thor, Loki, Odin, Frigga, and Laufey belong to Marvel. I also don't own Thor and Loki's pony designs, they belong to lizzytheviking on Deviantart. I also don't own Teslan Aegis, he belongs to JonathanMDful on Deviantart (even though Teslan Aegis is Flash Sentry before he was given a pony design)

Back in Ponyville, everypony was rebuilding the town and repairing the destruction from the invasion. The Mane Six and Spike looked at the scene.

"I can now see what you've gone through that day after you hatched Spike and got your cutie mark, Twilight. We're sorry that you went through all that." Rainbow sighed. "No, it was my fault. I should've saved Dinky. I should've let Loki kill me instead." Twilight said sadly.

"But if you did let Loki kill you, there wouldn't be any new wielders of the Elements of Harmony, you wouldn't have become friends with us, Shining Armor wouldn't have a sister, Cadance wouldn't have a sister in law, and I would've been dumped at an orphanage." Spike explained.

"I'm worried about Thor." Fluttershy said with a concerned expression. "He seemed a bit upset about that Frost Pony foal. The poor thing…"

"I know, right? Wherever this foal is now, I have a feeling he or she might be planning revenge on somepony after learning that he or she was adopted at the aftermath of the Frost Pony War." Twilight nodded. "Do ya think there's a connection between Loki and this foal?" Applejack asked.

"I don't know to be honest." Pinkie shrugged. "But we can only hope that Thor figures this out on his own." Rarity sighed.

"I pity that foal, I cannot believe that he or she might be the last of his or her kind…" Thor muttered as he entered the library. "I am sure that Twilight has a book about the war, Ponyheim's history, or myths about the gender of the foal."

He levitated a bunch of notes on magic, ink bottles, and quills off of a table to find a book that read 'Ponyheim Myths, Gods, and Goddesses'. "Perhaps…I hope Twilight does not mind that I was going through her research and notes." Thor said to himself while levitating the book and opening it. He flipped through the book and skimmed over some of the stuff. But then, he noticed something shocking on the page about Loki and gasped…

'**Loki is the Ponyheim god of lies and mischief as well as Thor's adoptive brother. He's the son of Laufey, the leader of the Frost Ponies. Loki was discovered by Princess Celestia at the aftermath of the Frost Pony War and was given to Odin to raise as his son. According to several myths, he is a master of magic and incredibly smart as well as dangerous. He has a rivalry with Thor and is desperate to get the throne of Ponyheim. Unfortunately, it has been said that Loki had left Ponyheim for finding out his true parentage and hasn't been seen since. Some say he's looking for vengeance on Thor, others say he's in another kingdom trying to take it over as a revenge plot. Nopony knows for sure what Loki's whereabouts are to this day.'**

Thor stared at the page in disbelief…his brother was Laufey's son and Odin didn't tell him about this. "Why?!" He yelled while levitating his hammer and knocking down all of the stuff on Twilight's table before proceeding to knock down some nearby bookshelves. "Why didn't my father tell me this sooner?" Thor continued to knock down more bookshelves while the book crashed onto the ground.

In Canterlot Castle, Celestia and Luna were seen staring at the stained glass windows with grim expressions.

"It appears we were too late. Loki's forces have struck everywhere. The only places they haven't struck are towns beyond Ponyville, Canterlot, and Cloudsdale and the Crystal Empire." Luna said. "And things are getting worst: everypony found out about Loki being Thor's adoptive brother and Laufey's son." Celestia added with a nod.

"Indeed, I'm glad that Cadance is increasing security for the Crystal Ponies. I wrote to her after our talk with the citizens of Ponyville. We have to take more chances." Luna nodded.

Back in Ponyville, the Mayor walked up to the podium to announce a few things to the citizens.

She said, "Attention, everypony! We weren't prepared for the invasion before, but now Princess Celestia and Princess Luna wanted an increase in security. School will end early. Only Royal Guards are allowed after dark and not foals. In case of emergency, return to your homes at once."

"But what about activities at night?" Lyra asked. "Yeah, and what about nightly jobs?" Neon Lights added.

"They will be cancelled."

Twilight scratched her mane as Applejack spoke up, "Ya need to show Thor the book 'Ponyheim Myths, Gods, and Goddesses'. I have a bad feelin' that he already found out about it."

"You're right, Applejack. I've gotta show Thor that book and tell him that Loki is Laufey's son." Twilight muttered before Thor showed up. "Oh, Thor! Just in time! We were just talking a—"

"Do not talk to me." Thor grumbled angrily.

"What did you just say?"

"I said, do not talk to me! In fact, go away from me! I do not wish to speak with anypony here!"

"Thor, what's going on?" Rarity asked. The other ponies looked on with concerned expressions. "I found a book in Twilight's library that said that Loki is Laufey's son! Why did my father not tell me about this?!" Thor snapped.

Twilight gasped…Applejack was right, there was a connection between Loki and the foal. The lavender unicorn grumbled something under her breath, possibly a curse, before saying, "Look, Thor, just because Odin didn't tell you about this doesn't mean that you can lose your mind and take your anger out on us."

"I told you to not talk to me!" Thor yelled. "Now, sugar cube, there's no need to get stubborn for no reason." Applejack said.

"Go away from me! There is a reason why I am angry!" Thor snapped. Applejack backed up while Apple Bloom ran in and yelled, "Hey! Nopony talks to my sister like that!"

"Do not talk to me!" Thor yelled. Apple Bloom glared at him. "Come on, Thor! Don't talk to her like that!" Rainbow commanded.

"Like I said to Apple Bloom, do not talk to me!" Thor shouted. "Hey! Nopony talks to Rainbow Dash like that!" Scootaloo snapped.

"Shut it!" Thor snapped while Scootaloo backed off. "Look, Thor, we can understand that you're upset, but there's no need to lash out at everypony." Rarity said.

"You all do not understand why I'm upset! This is not helping me feel better!" Thor yelled. "Thor, take back what you said about my friends!" Sweetie Belle commanded.

"Shut it! I do not wish to speak with you!" Thor shouted before turning to Fluttershy. "As for you, do not think about trying to talk to me!"

"Thor, we were just trying to help…" Fluttershy said quietly. "Hey, how about we all calm down and have a party?" Pinkie asked.

"I do not wish to have a party! Go away!" Thor snapped which caused Pinkie to gasp in shock. He then walked up to Twilight and Spike.

The alicorn snapped, "And you are the worst pony I have ever met! I wish that I never been to this town!"

"Hey! Don't talk to Twilight like that!" Spike snapped. "Right! Thor, you have to calm down!" Twilight nodded.

"'Calm down?' CALM DOWN?! I DO NOT WANT TO CALM DOWN!" Thor shouted. "I HAVE HAD IT WITH YOU PONIES! I CANNOT BELIEVE THAT I DECIDED TO COME HERE TO DEFEND THIS KINGDOM! I HATE IT HERE! I HATE ALL OF YOU!"

With that said, he stormed off. "Spike, go after Thor and try to talk to him." Twilight commanded. Spike nodded and dashed after Thor. Twilight sighed sadly while staring down at the ground and saying, "I must be the worst unicorn in all of Equestria…"

"Don't worry, Twilight. Thor just needs some time to calm down." Rarity reassured her. "But how can you stop worrying? It's not safe for Thor or Spike outside of Ponyville. Loki could probably kill them if he found them." Rainbow asked.

Shining Armor groaned as he turned to a guard. "You there! Tell the princesses to send a letter to Odin immediately." He commanded. While he was giving out these orders, the Cutie Mark Crusaders, Button, and Pipsqueak were glaring in the direction Thor went in. "Yes, your highness!" The guard nodded before flying off.

Twilight sighed in sadness while staring in the distance, hoping that Spike would talk some sense into Thor. "Everypony, remain calm! I assure you all that everything will be alright in the end." The Mayor reassured everypony.

In Ponyheim, an alicorn mare with brown eyes, a blonde mane, a sea green coat, and a light blue heart as a cutie mark wearing a light blue dress with a gold chestplate and a gold shoulder pad on it was seen flying towards a giant golden palace that resembled a giant pipe organ and through a window into a room where a bunch of Royal Guards wearing silver armor and gold helmets were seen standing around a table. She walked up to the front of the table next to an empty area.

"There you are, your highness." The Captain of the Ponyheim Royal Guards, Teslan Aegis, a Pegasus stallion with light blue eyes, a light blue mane with dark blue streaks, and a light yellow coat with a dark grey shield with a lightning bolt on it as a cutie mark wearing the same armor and helmet as the other Royal Guards, said with a British accent. "When will our king arrive?"

"As I keep saying, Captain Teslan, Odin will arrive whenever he feels like it." The alicorn mare, whose name was Frigga, replied in a British accent. "But when is he coming? We HAVE to discuss the attacks that were happening in Equestria." Teslan Aegis demanded with an annoyed expression.

"We shall discuss it soon, Captain Teslan." A voice said in a British accent while the guards, Teslan Aegis, and Frigga turned to the doors which opened and a pony walked in. It was an alicorn stallion with blue eyes (one was covered with a golden eye patch), a white mane and beard, a white coat, and grey hooves with a light blue cube as a cutie mark wearing gold armor with a yellow cape attached along with gold sleeves with gold armguards on the sleeves. This was Odin, now grown up. The white alicorn walked over to the empty spot next to Frigga while nuzzling her.

"It is good to see you all." He nodded at the guards. "As are we." The guards said as they bowed.

"Equestria seems to be suffering from the recent attacks in Ponyville, Canterlot, and Cloudsdale." Frigga explained. "I do not understand why your foalhood friends have not sent the wielders of the Elements of Harmony to solve the problem yet."

"We must help Equestria. After all, I made that promise to Celestia before she banished Nightmare Moon to the Moon." Odin said.

Suddenly, a ball of light came through the window and vanished once it was over the table, dropping a scroll in front of Odin. The white alicorn levitated it and opened it as the guards watched. Odin looked over the letter, his eye widening in shock.

'Dear Odin,

We need your help in defending Equestria. Your adoptive son, Loki, has attacked Equestria and tried to kill my student and her friends.

But the real reason why I'm sending this letter is because of this: your real son, Thor, found out about Loki's true parentage and he lost his temper. We believe that he's heading towards Ponyheim at this moment. My student sent the baby dragon she hatched as part of an entry exam into my academy to go after him. Expect them in Ponyheim.

Sincerely,

Princess Celestia'

He nodded while levitating the scroll onto the table. "It seems that our sons have arrived in Equestria. One is trying to defend it while the other is trying to conquer it." Odin explained with a grim expression. Frigga stared at the letter on the table nervously. "Loki wants to take over Equestria?! And he is behind all of the attacks on our neighboring kingdom?!" The sea green alicorn gasped.

"Correct, my queen; I need you to come with me to see our son. Guards, I want you to patrol the area and guard the palace, so Loki and his army do not come here."

"Yes, your highness!" The guards nodded as they either flew off or teleported away. Then, after that, Odin and Frigga flew off. "Odin, when will we explain Loki's true parentage to Thor?" The female alicorn asked.

Odin paused and sighed sadly before replying, "I am afraid that he already found out…"

Back in Ponyville, Twilight was still upset about Thor leaving as she watched everypony mind their own business and try to forget about what happened with her friends. "It's going to be ok, Twilight. I promise that Spikey-Wikey is gonna be alright." Rarity reassured her. "I hope he and Thor will be alright." Twilight sighed.

Apple Bloom's eyes narrowed as she yelled in the direction Thor left in, "Thor, if ya treat my family and my friends like that, then ya don't belong here! WE HATE YA TOO!"

Then, the yellow Earth Pony ran off with her friends following close behind her. "Apple Bloom!" Applejack called out, running after her sister. "I hope Thor never returns to Ponyville, I mean did you see how rude he was act—"Rainbow grumbled, but was interrupted by Fluttershy.

"Come on, Rainbow!" Fluttershy protested. "I'm upset about Thor's rudeness too…but he was just upset. Oh, I hope he and Spike will be ok."

Twilight sighed sadly as she stared at the ground in sadness, hoping that Spike and Thor were going to be ok…

At the Princesses' old castle, while the army was continuing their preparation for the next part of the plan, Loki was sitting on one of the thrones while glancing up at the ceiling. He grumbled to himself, "I should have killed Thor when I had the chance to…I can still remember when my so called father told Thor and I that we were 'born to be kings'…"

Flashback:

_Odin was seen talking to a young Thor and Loki in the Ponyheim Castle about how Ponyheim and Equestria won the Frost Pony War and took away the source of their power which is known as the Casket of Ancient Winters. "…But the day will come, when one of you will have to defend that peace." Odin concluded. _

"_What if all of the Frost Ponies were not executed?" Loki asked with a curious expression. "When I am king, I will hunt all the monsters down and slay them all! Just like you did, father!" Thor exclaimed with a grin._

Loki narrated, "As a colt, Thor was overly excited and reckless about wanting to be king. I hated that about him.

"_A wise king never seeks out war, but he must always be ready for it." Odin advised them before he walked off. Thor grinned at Loki as the two colts ran towards their father. "I'm ready, father!" He smiled. _

"_So am I!" Loki added. "Only one of you can ascend to the throne, but both of you were born to be kings." Odin told them._

Then, the flashback cut to years later where it showed Loki, now a full grown stallion, standing in front of the Casket of Ancient Winters.

_Loki shook his head in disbelief as he levitated the Casket up. "Stop!" A voice yelled. It was Odin who was watching him in the distance. "Am I cursed?" Loki asked. _

"_No." Odin answered. "What am I?" Loki questioned, levitating the Casket down. _

"_You are my son." Odin replied. Loki turned around to face him, but his coat was dark blue with markings on his face and hooves and his eyes were blood red. "What more than that?" He asked while his coat and eyes returned to their normal color and he began to walk towards Odin. "The Casket was not the ONLY thing you took from Glacies that day, was?" _

Loki continued, "Of course, I knew that I would make a better king than Thor, but father loved him more than me as if I never existed. Ponyheim does not deserve Thor as their king!"

_Odin stared at his adoptive son as he said, "No, in the aftermath of the war, Princess Celestia, the ruler of Equestria, went into the Frost Pony Temple and found a foal which she gave to me. It was small, for a Frost Pony's offspring. Abandoned, suffering, left to die; it was Laufey's son."_

"_Laufey's son?" Loki asked nervously. "Yes." Odin nodded. _

"_Why? You were deep in Frost Pony blood. Why did Princess Celestia have you take me?" Loki questioned. "You were an innocent foal." Odin replied._

"_No, you took me for a purpose. What was it?" Loki demanded. "TELL ME!"_

"_I thought we could unite Ponyheim, Equestria, and Glacies. Bring about an alliance, bring about permanent peace…through you." Odin explained. "What?" Loki whimpered sadly._

"_But those plans no longer matter." Odin finished. "So I am no more than just another stolen relic? Locked up here until you might have use of me?" Loki asked while tears came down his eyes. _

"_Why do you twist my words?!" Odin demanded. "You could have told me what I was from the beginning. Why didn't you?!" Loki sobbed. _

"_You are my son. I only wanted to protect you from the truth." Odin replied. "What? Because I-I-I am the monster that parents tell their foals about at night?" Loki stammered. _

"_No, no…" Odin muttered to himself. "YOU KNOW IT ALL MAKES SENSE NOW! WHY YOU FAVORED THOR ALL THESE YEARS! BECAUSE NO MATTER HOW MUCH YOU CLAIM TO LOVE ME! YOU CAN NEVER HAVE A FROST PONY SITTING ON THE THRONE OF PONYHEIM!" Loki yelled. _

_Odin sighed in disappointment and left the room, leaving Loki standing alone in anger. "I shall have my revenge on Thor…every single pony must pay somehow…" The grey alicorn snarled._

End of Flashback

Loki muttered to himself, "Now, I know what I must do…get rid of Thor and exterminate the entire pony race."

"Uh, Loki? Are you talking to…yourself?" A familiar voice asked in confusion. Loki smirked and looked behind him. "There are not many ponies who can sneak up on me." He said as he turned to see Trixie levitating something behind her.

"I just have a present to give you for the success of that part of our plan." Trixie replied, levitating a photo of Thor and Loki as colts to him. Loki stared at the photo with an angered expression as he levitated the picture to him and onto the ground, smashing it repeatedly which destroyed it.

"Uh, you're welcome!" Trixie exclaimed nervously before running off. "Someday, Thor shall be dead at my hooves and the entire pony race will be gone…forever." Loki growled.


	5. The Army Gets Their Revenge

Disclaimer: I own nothing in this story. My Little Pony belongs to Hasbro. Thor, Odin, and Loki belong to Marvel. I also don't own Thor and Loki's pony designs, they belong to Lizzytheviking on Deviantart

"_Run, Twilight, run!" Dinky's voice called out as Twilight ran away. She looked behind her with a horrified expression as the light purple unicorn filly was caught by Loki. "Foolish filly, you cannot run from me!" Loki said. _

_Twilight watched in horror as Loki stabbed her friend, thus killing her. "Dinky, no!" The lavender unicorn yelled, seeing blood on the floor. "NOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO!"_

"_And now, you shall be the next to die!"_

_As Dinky died, Twilight glared at the grey alicorn who was laughing evilly with his horn glowing as he fired a spell at Twilight, whose expression turned to pure terror, and…_

"DINKY, NO!" Twilight screamed while waking up and sweating a little. She looked around, hoping to see Spike there with Thor…but didn't. Thor still hated everypony in Ponyville and Spike ran off after him. "I miss Thor and Spike…" She sighed to herself sadly.

"So, what's the next part of our plan, Loki?" Gilda asked when another meeting was called in the Princesses' old castle. "And when are we going to do the next part of our plan?"

"Yes, yes! Let us discuss the plan!" Rover nodded. "Now, the next part of our plan involves distractions. I shall let the Diamond Dogs keep Princess Celestia and Princess Luna away from Ponyville. For the next part, we must capture one of the ponies, but we must not distract them TOO much." Loki explained.

"How do we do that?" Trixie asked. "I know a couple of tricks." Gilda shrugged. "I guess that this griffin's headed for Sugarcube Corner…"

"General Shield Strike, any reports about Thor?" Loki asked darkly. "While I was spying on him, he had snapped at his mates and left while Twilight Sparkle told that dragon who insulted you to run after him. Apparently, they're headed for Ponyheim right now as we speak." General Shield Strike reported.

"Excellent, now we do not have to worry about him."

"But what about the Ponyheim army?" Flim asked. "Yeah, what if Princess Celestia and Princess Luna send them against—"Flam began, but was interrupted by Loki.

"By the time they do that and Odin and his army arrives, it'll be too late! TOO LATE!" Loki said with an evil smile. Nothing can stop him now, not even the Princesses, Odin, or their Royal Guards…

The next day, back in Ponyville, Shining Armor and the Royal Guards were patrolling the area just in case Loki and his army will attack again. At the library, the Mane Six were sitting around and discussing what had happened.

Applejack said, "I sure hope Spike will make it back ok. I heard that the trip to Ponyheim was a long one."

"I sure hope Thor doesn't come back here." Rainbow grumbled.

"Well, darn it, Rainbow! I was upset too, but it's understandable why he snapped at us. The secret about his brother's true parentage was kept from him for a long time."

"I know that!"

"Well, you're right, Applejack." Fluttershy said quietly. "At first, Thor was a nice pony. It's a real shame that ever since he found out about Loki's true parentage, he hates us all…"

"Applejack is right. Thor was only angry because Odin didn't tell him about his brother's true parentage and just decided to take his anger on us." Rarity nodded.

"Twilight, did you get the same nightmare last night?" Applejack asked with a concerned expression when she was Twilight staring sadly at the table. "Yeah, but this time, it's worse. Loki killed me in the nightmare and…" She answered.

"Well, I gotta admit, I miss Thor as well, but he didn't have to go on yelling at us like that." Rainbow said. "Awww, come on, everypony! Let's go have fun!" Pinkie suggested happily. "Has anypony seen my party cannon?"

"Did you leave it outside like last time, Pinkie?" Rainbow asked.

"Possibly. I think any of the Cakes might have left it outside of Sugarcube Corner."

"I blame Twilight and her friends for this. Because of them, we can't walk around town without being under the watchful eyes of the Royal Guards." Diamond Tiara groaned as she and Silver Spoon walked around. "Well, it didn't really help that Loki nearly blew us up for teasing him." Silver Spoon shrugged.

"Wait, what's that?"

The two Earth Pony fillies saw Pinkie's party cannon randomly standing there, causing them to walk over and stare at it. "What's that pink pony's party cannon doing out here?" Diamond Tiara asked. Silver Spoon shrugged as she went behind the cannon while saying, "It's probably not loaded. I could press this button and—"

Unfortunately, when she pressed the button, confetti shot out of it and into the Everfree Forest before it exploded with a massive BOOM. "Oops…" Silver Spoon muttered nervously. "Uh, don't tell anypony about this. We're in enough trouble as it is." Diamond Tiara said.

"I know!"

"FIRE! FIRE IN THE EVERFREE FOREST!" A voice screamed outside, catching the Mane Six's attentions. The six ponies saw a bunch of ponies running or flying towards the scene of the fire with buckets of water. "Thunderlane, what's going on?" Applejack asked Thunderlane who was flying over them.

"There's a massive forest fire in the Everfree Forest!" Thunderlane answered nervously. "Oh no! I live near the Everfree Forest! I have to go save my animals!" Fluttershy exclaimed before flying off.

"Come on, we gotta help!" Rainbow commanded as she ran off with Pinkie. Twilight, Applejack, and Rarity stared at the scene with concerned expressions. "The forest fire here happened way too suddenly like Loki's attack on the town. There's something wrong about this…" Twilight murmured to herself.

"We gotta go check on our sisters and their friends!" Applejack told Rarity with a worried expression. They both ran off to look for Apple Bloom and Sweetie Belle. "Oh, this isn't good at all…" Rarity muttered.

At Canterlot Castle, Celestia was reading a book in her room…until she sensed that something was wrong. The white alicorn opened her window and gasped: Canterlot was under attack again, but this time, a bunch of Diamond Dog soldiers were attacking. "Sister, we're under attack again!" Luna called out. "We must defend Canterlot!" Celestia commanded.

"Indeed, sister!" Luna nodded before flying off.

Back in Ponyville, Fluttershy flew into her cottage to check to see if her animals were alright. The yellow Pegasus sighed in relief as Angel told her that everyone was ok. "Oh, thank goodness! I was so worried! Now, Angel, we have to get all of the animals to safety. There's a forest fire in the Everfree Forest happening and—"She explained. Angel's eyes suddenly widened in shock as he began tapping Fluttershy's leg and pointing behind them. Fluttershy turned around before getting smacked against a wall. She gasped as Gilda's shadow loomed over her.

"Hello, Fluttershy. You and I have some unfinished business to attend to…" Gilda smiled evilly.

"Ugh, I can't believe Thor…" Scootaloo grumbled as she paced around in a park in Ponyville while Apple Bloom, Sweetie Belle, Pipsqueak, and Button watched. "His adoptive brother acts worse though." Apple Bloom said.

"Agreed. Loki is nuts." Button nodded. "Thor even didn't bother to talk to us!" Sweetie Belle pointed out.

"You know, thinking about what happened with Thor losing it and everything. I would be pretty upset too." Pipsqueak sighed. "Yeah, I would be upset too." Scootaloo agreed.

The other foals nodded as well, coming to an agreement…until they heard evil laughter as figures emerged from the Everfree Forest, but then, they saw that the figures were heading straight towards them. The foals screamed and ran off as the figures either ran or flew after them. Just then, the figures blocked their path in front of them.

"Going somewhere, mates?" General Shield Strike asked with an evil expression. "NO! Get away from us!" Apple Bloom shouted.

"RUN FOR YOUR LIVES!" Scootaloo screamed. Then, the foals ran for it. "Why must they always run away?" General Shield Strike asked himself while flying after them and landing in front of them. "Sorry, but Loki wants a word with you five."

"Stay away from my sister and the other foals!" A voice commanded as a bunch of rocks came raining down on the soldiers and General Shield Strike. "Oh, it's you two…" The white Pegasus groaned upon seeing Applejack and Rarity running towards him.

"So, YOU'RE behind the forest fire!" Rarity exclaimed. "It was all part of the plan, but we didn't start the fire. Let's just say that two certain fillies did it." General Shield Strike chuckled evilly.

"Ya set them up!" Applejack exclaimed angrily. "Are you all talking about Diamond Tiara and Silver Spoon?" Sweetie Belle asked.

"How typical! Those two normally start a disaster and don't get in trouble for it!" Scootaloo groaned. "Soldiers, keep an eye on the foals! That Earth Pony and Unicorn are mine!" General Shield Strike commanded.

Back at Fluttershy's cottage, Gilda slashed her talons at Fluttershy who dodged them. The griffin remarked, "What's wrong? You don't want to play, uncool pony? Heh, I always thought you were a coward."

Fluttershy gulped and began sweating, preparing for the worst. Then, she noticed Angel leading the other animals out of the cottage and away from the forest fire, much to her relief. "Here goes…" She muttered to herself, flying in front of Gilda and glaring at her. "Listen, Gilda! Just because you're a meanie and you work for the bad guys doesn't mean that you can go around doing evil thin—"

Before she could finish, Gilda smacked her into a wall. "Ugh, you're more pathetic than Rainbow Crash!" The griffin groaned. "Great, now you're calling me THAT?" A familiar voice exclaimed.

Gilda turned before Rainbow bucked her right in the chest, sending her against the stairs. The griffin recovered from the hit and glared at her former friend. "Finally, payback on you!" Gilda snarled. "Luckily, I came to help out Fluttershy get her animals outta here when I realized that everypony else didn't need my help with putting out the fire. So, you and your buddies are behind all of this, huh?!" Rainbow explained.

"Well, thanks to us for tricking those two fillies, Rainbow Crash!" Gilda said sarcastically as she rolled her eyes before slashing her talons at the cyan Pegasus. "Now, hold still, so I can kill you quicker!"

"No way! I'm never ever going to forgive you for the way you treated my friends!" Rainbow snapped while dodging the attacks. "Did I hurt your feelings, Dash?" Gilda taunted, flying away from Rainbow. "Maybe I can do it again once a slash your friend to pieces!"

She prepared to lunge at Fluttershy, much to Rainbow's shock.

Back at Canterlot, Celestia and Luna glared at the Diamond Dogs who were fighting the Royal Guards and trying to get into the castle. Celestia and Luna began firing spells at the Diamond Dogs while the white alicorn remarked, "And I believed that Queen Chrysalis and the Changelings were a problem."

"It seems that these dogs are worst. Where did they come from anyways?" Luna commented as she bucked a Diamond Dog from behind. "Loki must've sent them." Celestia replied, firing a spell at another Diamond Dog. "I know there's something wrong here…"

"We can't let them take over Canterlot, but why send a bunch of gem hunting mutts here? Why not Discord, General Shield Strike, Flim, Flam, or Trixie?" Luna pondered. Celestia gasped, realizing something important. "What if it's a distraction?" She asked.

"To get to their goal faster!" Luna gasped as she realized the same thing. "Ponyville!" The two alicorns yelled at the same time.

Suddenly, before they could fly off, they found themselves surrounded by an entire legion of Diamond Dog soldiers which made it extremely hard to escape. "This might be more difficult than we've thought." Celestia sighed in annoyance.

Back in Ponyville, Applejack and Rarity were dodging General Shield Strike's attacks. "I've got the advantage this time, shelas! No god of thunder, princesses, or baby dragon to back you up now!" The white Pegasus exclaimed.

"We're going to defeat you!" Rarity shouted with a determined expression. "How flattering…" General Shield Strike chuckled evilly. "Try defending your sister from THIS then!"

He then threw a spear towards Sweetie Belle, making Rarity gasp. "Look out!" Rarity screamed, shoving Sweetie Belle out of the way, only to have a spear land on her tail. "Hey, nopony hurts Sweetie Belle!" Applejack snapped.

"Shela, there's a lot you need to know about me: and that is that I'm a villain and I don't play fair!" General Shield Strike said in an evil tone while pulling out his spear. "Applejack!" The foals screamed.

"Get your spear away from my friend!" Rarity snapped as she ran in the scene. "Don't hurt her!" Sweetie Belle yelled.

Meanwhile, Applejack was having a hard time dodging General Shield Strike's attacks. He grumbled a curse under his breath every single time he missed. Applejack yelped as a spear hit her tail, pinning her to the ground. "I have you now…" General Shield Strike smiled evilly with his spear aimed right at Applejack's head. "Applejack!" Apple Bloom exclaimed.

The orange Earth Pony gulped and closed her eyes, preparing for the worst. Then, a clunking sound was heard and the spear got knocked out of the general's hoof, much to everypony's shock and surprise. "Hey! Leave my friends alone!" A familiar voice called out. It came from a familiar looking white unicorn levitating a gem.

"Rarity, you're ok!" Pipsqueak yelled. "And how the hay are you still here?" General Shield Strike asked in annoyance.

"I'm always willing to defend my friends from evildoers like you." Rarity answered sternly. "Soldiers, take care of this pony! I'm getting tired of facing these foals!" General Shield Strike commanded.

"Ok, you asked for it! IT! IS! ON!" Rarity snarled, levitating a bunch of gems out of the ground and charging at the soldiers.

Back at the cottage, Rainbow saved Fluttershy just in time and flew out of the cottage. "Fly all you can, Rainbow Crash! You and your friends will be done for once Loki takes over Equestria!" Gilda threated. "Don't worry, Fluttershy! She won't catch us! Just hang on!" Rainbow commanded.

"Ok." Fluttershy nodded nervously while clutching onto Rainbow. Gilda snarled as she flew after them.

Back in Ponyville, the citizens and royal guards were trying to put out the fire. "Come on, hurry! Put it out!" Shining Armor commanded. "We can't let the forest burn down!"

Twilight and Pinkie were trying their best to put out the fire. "The fire's almost out! Keep dumping those buckets! It makes me wish that Rainbow was here…" The lavender unicorn exclaimed. "Don't you remember? We don't need her because we have plenty of Pegasi already. She went to go help Fluttershy get the animals out of her cottage." Pinkie pointed out.

"I don't know why this fire started in the first place…" Twilight muttered to herself before realizing something. "You don't think that it's…"

"I think so, Twilight, but what if we were part of a fictional universe based off of a popular TV show with a huge cult following that was written into a book series and turned into a movie series. Before that, it was posted on the Internet as a fanfiction series written by a brony/pegasister who is a HUGE My Little Pony and Marvel fan that was hoping that the story would become her magnum opus?" Pinkie shrugged. "No, it's that somepony must be distracting us with this fire and I think I know who it is!" Twilight exclaimed.

"Yeah, you're right." Pinkie nodded. "You have no idea what I'm talking about, right?" Twilight asked.

"I absolutely have no idea!" Pinkie exclaimed happily which made Twilight groan.

Back with the battle, Rarity was firing gems at the soldiers, causing them to fall down. "You clumsy oafs! Get up!" General Shield Strike commanded while the soldiers quickly got up. Rarity quickly fired a gem at the white Pegasus, but he didn't even react to it. The villain smirked as he bucked her to the ground.

"You seem to be a tough fighter for a fashion loving unicorn…" He taunted. Suddenly, General Shield Strike noticed Rarity attempting to get up. "I won't give up or go down without I fight. You won't stop—"She began before General Shield Strike smacked her so hard in the face which knocked her out while the soldiers followed him. "It's time to take these foals to our boss." General Shield Strike smiled evilly while approaching the Cutie Mark Crusaders, Button, and Pipsqueak.

Rarity was unconscious while Applejack still had her tail pinned down, making it hard to get up. Who will save the five foals now?

"HEY!" Button shouted as he threw a hoofheld gaming console at General Shield Strike. "Look, pal! Nopony hurts my friends and gets away with it. NEVER!"

"What's this? You actually think that I can get away with hurting YOUR friends? You can't stop our mission!" General Shield Strike questioned. "I may be a just a foal, but I can still defend my friends!" Button declared.

General Shield Strike smirked, seeing that a fight might come up and then seeing something up in the sky: it was Rainbow flying with Fluttershy clutching onto her and Gilda chasing after them.

"Heads up, everypony!" Rainbow said. "There's no need to fear, your friendly neighborhood Rainbow Dash is here!"

"Lame!" Gilda exclaimed with a groan. The Cutie Mark Crusaders, Button, and Pipsqueak looked up, seeing Rainbow and Fluttershy's arrival. This was the perfect opportunity for General Shield Strike to attack. He got behind the five foals and slammed their heads together, knocking them out. Rainbow and Fluttershy gasped while they landed and ran towards the foals, only to get knocked aside by the evil general. Gilda was not amused by this while the soldiers were impressed.

"So, that's why they call you the strongest warrior in all of Equestria, huh?" Gilda asked with an annoyed expression. "Pretty much, but we must get them back to the castle quickly." General Shield Strike nodded.

"Stop right there!" A voice called out angrily. The villains turned to see Twilight, Pinkie, the Royal Guards, and Shining Armor running in. It seemed like the fire was already put out since they came over. "Oh great, here they are…" Gilda groaned.

"So long, Twilight Sparkle! We'll meet again…in time!" General Shield Strike cackled while escaping with the other villains and the foals in tow. "No, no, no, no, no! NO!" Twilight screamed as she attempted to run after them.

"Oh, great! We've all been tricked by Loki's army! The fire in the Everfree Forest was a distraction, so they could capture the foals!" Shining Armor groaned.

Back in Canterlot, the Princesses seemed to be winning the battle against the Diamond Dog soldiers while some retreated or continued to fight. "Sister, they're retreating! But why?" Luna asked. "Oh no! I believe I know the reason why! We have to go to Ponyville NOW, Luna!" Celestia gasped.

The two alicorns flew off as fast as they could, sensing danger in Ponyville.

Elsewhere, Captain Katoptris noticed the Princesses flying away while he was patrolling Canterlot and quickly ran after them from the ground. "Going somewhere, Captain?" A familiar voice asked from above, making the captain stop dead in his tracks and look up. Loki was standing on top of a building and staring down at him with an evil smile on his face.

"Loki! Can't you see that I'm trying to help the Princesses?!" Captain Katoptris snapped. "As you know, the fire in the Everfree Forest has ceased since those ponies had put it out as a distraction which meant that my army has foalnapped five certain foals. You and the Princesses are too late already." Loki taunted.

"You don't know that! We're going to finish your evil here and now!" Captain Katoptris said while his horn glowed. "I assume you are joking? You have to be that foolish to be joking." Loki commented.

"I'm not foolish!" Captain Katoptris yelled. "Oh please!" Loki scoffed in annoyance.

"Everypony has their hooves full already! I HAVE to stop you!" Captain Katoptris shouted.

Then, the unicorn began jumping onto the awnings and ran up on the building towards Loki. Unfortunately, the evil alicorn smirked before jumping off with his wings flapping as he flew passed him with an evil smile on his face. Once that was done, Loki had landed while Captain Katoptris was at the top of the building and jumped down to have a stare off with Loki before their battle will begin.

"So, it seems that you are prepared…" Loki mused as his horn glowed and gold armor as well as a gold helmet with horns that were slightly curved back on them appeared on his body. "Then, let us battle!"

"Challenge accepted, Loki!" Captain Katoptris said with a determined expression. Then, the song 'One Winged Angel' from the Final Fantasy games began playing as the battle started. The two enemies then began charging at each other with their horns glowing. CLASH! Their horns clashed as Loki and Captain Katoptris glared at one another before they jumped away from each other. "It is over, captain!" Loki shouted while his horn glowed.

POW! He fired a spell at the captain. "Whoa there!" Captain Katoptris yelped, dodging it. BAM! He fired a spell back which summoned a small barrier for the spell to bounce back. "There's no way that your spells are going to stop me, Loki!" The captain exclaimed.

"Oh, but I am just getting prepared!" Loki smirked. Captain Katoptris glared at the villainous alicorn as he and Loki began clashing horns again. CLASH! So far, it seemed like the captain was attacking more while Loki was trying to defend himself from the attacks.

"Fight back, you coward!" Captain Katoptris snapped. "Do not call me a coward, you fool!" Loki shouted as he fired another spell at him.

Soon, the two ponies began firing spells at each other or summoning small shields to block the attacks. "It is over for you, captain!" Loki announced as his horn glowed. "Whoa!" Captain Katoptris yelped, summoning his magic shield again.

POW! Once again, the spell bounced back. "This is getting old!" Captain Katoptris yelled while firing another spell at him. "Now, you are trying too hard now!" Loki snapped before he began firing spells again while Captain Katoptris began summoning his magic shield again to block the attacks.

This continued on with the captain firing spells at Loki while the grey alicorn summoned his magic shield to block the attacks and Captain Katoptris was blocking attacks while Loki was firing spells at him. "I'm done with fighting you!" the Captain snapped. "Then, try to fight me harder!" Loki taunted.

Then, they began clashing horns again. CLASH! They started firing spells at each other and blocking the other's attacks with their magic shields. "I've got you now!" Captain Katoptris yelled as he charged at Loki. CLASH! Suddenly, the captain was sent flying because Loki had summoned a magic barrier around him. "What?" Captain Katoptris asked, trying to attack while his opponent moved around with no problem.

"Maybe I shall end this battle…" Loki chuckled evilly before firing another spell. Captain Katoptris summoned his magic shield again to block the spell. POW! And then, the battle still went on the same way: Captain Katoptris fired spells at Loki while he blocked them with his magic shield and Loki fired spells at Captain Katoptris who blocked them with his magic shield as well as the two occasionally clashed horns.

"I have you now, Loki!" Captain Katoptris shouted as he fired another spell which Loki blocked with his magic shield. "I am beginning to grow bored of this." Loki snarled. He began firing spells again which made it hard for Captain Katoptris to block the attacks with his magic shield.

"Now I've got you!" Captain Katoptris yelled, firing spells at Loki while he blocked them. "Enough pathetic games! BWAHAHAHAHAHAHAHAHA!" Loki cackled while flying into the air and firing spells at the captain.

POW! POW! POW! Captain Katoptris was lucky enough to summon his magic shield again to block the attacks coming down from above. "This looks bad…" He muttered to himself. Then, the battle continued the same way, but with a twist since Loki was flying around and firing spells from above. "You cannot stop me, captain! MWAHAHAHAHAHAHAHA!" The grey alicorn laughed evilly.

"I'll stop you and the Princesses will put an end to all of the evil you've caused in Equestria!" Captain Katoptris snapped as he fired spells at Loki who was blocking them with his magic shield. The battle kept on going with Loki flying and firing spells while Captain Katoptris blocked them and Captain Katoptris firing spells while Loki blocked them. "This time, I've got you!" The captain yelled, clashing horns with Loki.

"Then, why do you fight like a weakling if you are so loyal to the Princesses and Prince Shining Armor?" Loki asked with a smirk. "Shut up!" Captain Katoptris snapped while preparing to fire a spell at him.

But then, Loki quickly struck the captain down with a spell. "ARRRRRRRRRGGGGGGGGGGGGGGH!" Captain Katoptris cried out in pain as he collapsed to the ground after the attack. "I apologize, captain. That may have been a little too much." Loki taunted, his horn glowing.

Captain Katoptris gulped in worry as he braced himself for a powerful attack that Loki might conjure up. "I could kill you and end this battle right now if I wanted to!" The grey alicorn declared. "Then…why don't you do so?" Captain Katoptris asked.

"Because I can." Loki smiled evilly before his armor vanished from his body. "I shall spare you…for now. For the next time we meet, I shall get rid of you and the Princesses!"

"Do you even realize that it isn't the wisest idea?" Captain Katoptris asked while getting back up. "It is a wise decision to make all of those ponies pay for making my life miserable! I look forward to the extermination of the entire pony race, starting with you and the Princesses, Captain…" Loki corrected before he vanished in a flash of dark green light.

"It'll never be over, Loki…" Captain Katoptris muttered to himself. Then, he ran off to Ponyville.

Loki arrived at the Princesses' old castle where Trixie was waiting for him. "The mission was a major success. We distracted the ponies with the forest fire and we foalnapped five foals." The light blue unicorn announced. "I see…" Loki smirked. "Let us give them a proper greeting, shall we?"

The two ponies entered the throne room where the Diamond Dogs and General Shield Strike's soldiers were trying to keep the Cutie Mark Crusaders, Button, and Pipsqueak under control. "Quit moving, you little brats! It's getting annoying!" Spot snapped.

"Let us go!" Sweetie Belle commanded. "We wanna get outta here!" Pipsqueak yelled.

"Greetings, young foals. Did you all miss me? I must admit, your attempts of escaping and fighting back were very amusing, yet weak." Loki taunted while smiling evilly. "What do you mean by that?!" Button snarled at Loki, making the villain fake a surprised expression.

"Oh dear, have I disappointed you? General Shield Strike, I must say that you and your soldiers did well on capturing these foals for me."

"Thank you. I wanted to get rid of those Applejack and Rarity shelas, but my soldiers and I finished the mission anyways." General Shield Strike explained as he bowed. "Is that so? Now, General Shield Strike, do hate ponies as much as I do to kill these foals?" Loki asked.

General Shield Strike seemed a bit confused and shocked as he answered, "I may hate them, but I would NEVER kill foals! It's a low, even for me!"

"Ya can let us go, ya know!" Apple Bloom snapped. "Young filly, hold your tongue while the adults are talking!" Rover scolded.

Loki turned around and walked up to the thrones will saying, "I must say, the next part of our plan will be a success. Those so called wielders of the Elements of Harmony shall come and save you five, but it shall be their deaths!"

"You know, because of the way you want all of the ponies to die, he hates you." Scootaloo said while Loki still had his back turned.

"And what do you mean by that?"

"You're a monster!"

Quickly, Loki turned around and smacked Scootaloo in the face. "Listen here, you brat! You do not know how many years a believed that I was not the monster that parents told their foals about at night! Thor never loved me!" He ranted. "What are you talking about?!" Scootaloo demanded.

"I know about how you look up to Rainbow Dash and how she treats you like a younger sister…ha! She does not care about you! To her, you are just a useless filly who cannot fly yet!" Loki shouted.

"That's not true! Rainbow Dash DOES care about me! You're just lying!"

"Oh please!" Loki scoffed. "She does not have the time to see you!"

"Shut up and leave Scootaloo out of this! Rainbow does care for her, the same way how Rarity cares for me!" Sweetie Belle snapped. "Well, let us see if your so called friends and sisters come here to rescue you. They shall arrive here soon." Loki said while hiding a smirk.

Leaving the other foals with Scootaloo in the throne room, the evil alicorn smirked. Everything was going according to the plan…


End file.
